Common use of Principal Terms of the Offer Clause in Contracts

Principal Terms of the Offer. The Offer. Purchaser’s obligation to accept for payment and pay for Shares validly tendered (and not validly withdrawn) in the Offer is subject to the satisfaction or waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction (or waiver by Parent) of the other Offer Conditions, the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable after the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares for payment pursuant to and subject to the conditions of the Offer, which will occur on January 23, 2019, following the Offer Expiration Time, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. Purchaser expressly reserves the right to increase the Offer Price or to waive or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreement, without the prior written consent of the Company, Purchaser is not permitted to: • decrease the Offer Price; • change the form of consideration payable in the Offer; • decrease the maximum number of Shares sought to be purchased in the Offer; • impose conditions or requirements to the Offer in addition to the Offer Conditions; • amend or modify any of the Offer Conditions or any other terms or conditions of the Merger Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder of Shares in its capacity as such or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated by the Merger Agreement; • change or waive the Minimum Condition; • extend or otherwise change the Offer Expiration Time in a manner other than as required or permitted by the Merger Agreement; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date and in which Parent is required to cause Purchaser to extend the Expiration Date. Specifically, subject to our rights to terminate the Merger Agreement in accordance with its terms, the Merger Agreement provides that Purchaser must extend the Offer from time to time for: • any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — “Conditions of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, Purchaser may (and at the request of the Company, Purchaser shall) extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied. However, notwithstanding the foregoing, Purchaser is not required to, and without the Company’s consent, may not, extend the Offer beyond the earlier to occur of (i) the valid termination of the Merger Agreement in accordance with the terms thereof and (ii) June 5, 2020. If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. Purchaser has agreed that it will (and Parent has agreed to cause Purchaser to) promptly terminate the Offer, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to the Offer Acceptance Time.

Principal Terms of the Offer. The OfferMerger Agreement provides that, subject to the terms and conditions of the Offer and the Merger Agreement, Purchaser will accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) as soon as practicable after Purchaser is permitted to do so under Table of Contents applicable law or regulations, and will pay the Offer Price in exchange for such Shares accepted for payment. Purchaser’s The Merger Agreement provides that the obligation of Purchaser to accept for payment payment, and pay for for, the Shares validly tendered (and not validly withdrawn) in the Offer is subject to the satisfaction or (if permitted) waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction (or waiver by Parent) of the other Offer Conditions, the The Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable after the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares for payment pursuant to and subject to the conditions of the Offer, which will occur on January 23, 2019, following the Offer Expiration Time, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. Purchaser expressly reserves the right right, in its sole discretion, to increase the Offer Price or Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreementthat, without the prior written consent of the Company, Purchaser is not permitted tomay not: • decrease waive or amend the Minimum Condition or • make any change to the Offer Price; that: • change changes the form of consideration payable in to be delivered by Purchaser pursuant to the Offer; , • decrease decreases the maximum Offer Price or the number of Shares sought to be purchased by Purchaser in the Offer; , • impose imposes conditions or requirements to the Offer in addition to the Offer Conditions; • amend or modify any of the Offer Conditions or any other terms or conditions of the Merger Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder of Shares in its capacity as such or that could, individually or • extends the Expiration Date other than in the aggregate, reasonably be expected to prevent manner permitted or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated required by the Merger Agreement; • change or waive , which is summarized below under “Extensions of the Minimum Condition; • extend or otherwise change the Offer Expiration Time in a manner other than as required or permitted by the Merger Agreement; or • provide any “subsequent offering periodOffer/Subsequent Offering Period.” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date and in which Parent is required to cause Purchaser to extend the Expiration Date. Specifically, subject to our rights to terminate the Merger Agreement in accordance with its terms, the Merger Agreement provides that Purchaser must extend the Offer from time to time for: • if, at any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — “Conditions scheduled expiration of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, Purchaser may (and at the request of the Company, Purchaser shall) : • extend the Offer on one or more occasions for an additional period of up to ten 20 business days per extension, to permit such Offer Condition to be satisfied. However, notwithstanding the foregoing, Purchaser is not required to, and without the Company’s consent, may not, extend the Offer beyond satisfied until the earlier to occur of (i) the valid termination satisfaction or waiver of such Offer Conditions or the End Date; • extend the Offer from time to time for any period required by any rule, regulation, interpretation or position of the Merger Agreement SEC or the staff of the SEC applicable to the Offer or for any period required by applicable law, except that no such extension of the Offer may be made to a date beyond the End Date; and • elect to provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the terms thereof and (ii) June 5, 2020. If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. Purchaser has agreed that it will (and Parent has agreed to cause Purchaser to) promptly terminate the Offer, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to the Offer Acceptance TimeExchange Act.

Principal Terms of the Offer. The Offer. Purchaser’s obligation to accept for payment and pay for any Shares validly tendered (and not validly withdrawn) in the Offer is subject to the satisfaction or waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to of the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction Table of Contents (or waiver by Parent) of the other Offer Conditions, the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment payment, and pay for for, all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable (and in any event within three business days) after the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares for payment pursuant to and subject to the conditions of the Offer, which will occur on January 23September 14, 20192021, following the Offer Expiration TimeDate, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, . The time at which Purchaser accepts for payment such number of Shares validly tendered and not properly withdrawn pursuant to the Offer as satisfies the Minimum Condition is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. Purchaser expressly reserves the right to increase the Offer Price or to Price, waive any Offer Condition, or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreement, without the prior written consent of the Company, Purchaser is not permitted to: • decrease the Offer Price; • change the form of consideration payable in the Offer; • decrease the maximum number of Shares sought to be purchased in the Offer; • impose conditions or requirements to the Offer in addition to the Offer Conditions; • amend or modify any of the Offer Conditions or any other terms or conditions of the Merger Agreement in a manner that adversely affects, or could would reasonably be expected to adversely affect, any holder of Shares in its capacity as such or that couldwould, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated by the Merger AgreementTransactions; • change or waive the Minimum Condition; • extend or otherwise change the Offer Expiration Time Date in a manner other than as required or permitted by the Merger Agreement; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date and in which Parent is required to cause Purchaser to extend the Expiration Date. Specifically, subject to our rights to terminate the Merger Agreement in accordance with its terms, the Merger Agreement provides that Purchaser must extend the Offer from time to time for: • any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — – “Conditions of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, Purchaser may (and at the request of the Company, Purchaser shall) extend the Offer if, as of the then-scheduled Offer Expiration Date, the Minimum Condition or any other Offer Condition is not satisfied and has not been waived by Parent or Purchaser (to the extent permitted under the Merger Agreement) on one or more occasions in consecutive increments for an additional period of up to ten business days per extension, each in order to permit the satisfaction of such Offer Condition to Condition. Purchaser will not be satisfied. However, notwithstanding the foregoing, Purchaser is not required to, and without the Company’s consent, may written consent Purchaser will not, extend the Offer beyond the earlier to occur of (i) the valid termination of the Merger Agreement in Table of Contents accordance with the terms thereof therewith and (ii) June 5February 2, 20202022 (as may be extended no more than twice, by a period of ninety (90) days by either Parent or the Company if the HSR Condition is not met). If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. Purchaser has agreed that it will (and Parent has agreed to cause Purchaser to) promptly terminate the Offer, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to the Offer Acceptance Time.

Principal Terms of the Offer. The OfferMerger Agreement provides that, subject to the terms and conditions of the Offer and the Merger Agreement, Purchaser will accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after Purchaser is permitted to do so under applicable law, and will pay the Offer Price in exchange for such Shares accepted for payment. Purchaser’s The Merger Agreement provides that the obligation of Purchaser to accept for payment payment, and pay for for, the Shares validly tendered (and not validly withdrawn) in the Offer is subject to the satisfaction or (if permitted) waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction (or waiver by Parent) of the other Offer Conditions, the The Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable after the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares for payment pursuant to and subject to the conditions of the Offer, which will occur on January 23, 2019, following the Offer Expiration Time, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. Purchaser expressly reserves the right right, in its sole discretion, to increase the Offer Price or Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreementthat, without the prior written consent of the Company, Purchaser is not permitted tomay not: • decrease waive or amend the Minimum Condition or • make any change to the Offer Price; that: • change changes the form of consideration payable in to be delivered by Purchaser pursuant to the Offer; , • decrease decreases the maximum Offer Price or the number of Shares sought to be purchased by Purchaser in the Offer; , • impose imposes conditions or requirements to the Offer in addition to the Offer Conditions; • amend or modify any of the Offer Conditions or any other terms or conditions of the Merger Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder of Shares in its capacity as such or that could, individually or • extends the Expiration Date other than in the aggregate, reasonably be expected to prevent manner permitted or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated required by the Merger Agreement; • change or waive , which is summarized below under “Extensions of the Offer.” The Merger Agreement also provides that, at Parent’s election and in Parent’s sole discretion and upon delivering written notice of such modification to the Company prior to the Acceptance Time, the definition of Minimum Condition may be modified to replace the reference to “a majority of the Adjusted Outstanding Share Number” in such definition with “a majority of the aggregate number of outstanding Company Common Stock immediately prior to the Acceptance Time” (such modification, the “Permitted Minimum Condition Modification”). Effecting the Permitted Minimum Condition Modification by Parent will not constitute a waiver of the Minimum Condition; • extend or otherwise change the Offer Expiration Time in a manner other than as required or permitted by Condition for purposes of the Merger Agreement; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date and in which Parent is required to cause Purchaser to extend the Expiration Date. Specifically, subject to our rights to terminate the Merger Agreement in accordance with its terms, the Merger Agreement provides that Purchaser must extend the Offer from time to time for: • any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — “Conditions of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, Purchaser may (and at the request of the Company, Purchaser shall) extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied. However, notwithstanding the foregoing, Purchaser is not required to, and without the Company’s consent, may not, extend the Offer beyond the earlier to occur of (i) the valid termination of the Merger Agreement in accordance with the terms thereof and (ii) June 5, 2020. If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. Purchaser has agreed that it will (and Parent has agreed to cause Purchaser to) promptly terminate the Offer, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to the Offer Acceptance Time.

Principal Terms of the Offer. The Offer. Purchaser’s obligation Merger Agreement provides that, subject to the terms and conditions of the Offer and the Merger Agreement, Purchaser will accept for payment and pay for Shares validly tendered (and not validly withdrawn) in the Offer is subject to the satisfaction or waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction (or waiver by Parent) of the other Offer Conditions, the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly soon as practicable after Purchaser is permitted to do so under applicable law or regulations, and will pay the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares Price in exchange for each Share accepted for payment pursuant to the Offer. The Merger Agreement provides that the obligation of Purchaser to accept for payment, and pay for, the Shares validly tendered (and not withdrawn) is subject to the conditions satisfaction or (if permitted) waiver of the Offer, which will occur on January 23, 2019, following the Offer Expiration Time, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” Conditions. The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. provides that Purchaser expressly reserves the right right, in its sole discretion, to increase the Offer Price or Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreementthat, without the prior written consent of the CompanyCerner, Purchaser is not permitted tomay not: • decrease waive or amend the Minimum Condition; or • make any change to the Offer Price; that: • change changes the form of consideration payable in to be delivered by Purchaser pursuant to the Offer; • decrease decreases the maximum Offer Price or the number of Shares sought to be purchased by Purchaser in the Offer; • impose imposes conditions or requirements to the Offer in addition to the Offer Conditions; • amend extends the Expiration Date other than in the manner permitted or modify required by the Merger Agreement, which is summarized below under “Extensions of the Offer;” or • amends, changes or modifies any of the Offer Conditions or any other terms or conditions of the Merger Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, affects any holder of Shares in its capacity as such or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated by the Merger Agreement; • change or waive the Minimum Condition; • extend or otherwise change the Offer Expiration Time in a manner other than as required or permitted by the Merger Agreement; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date and in which Parent is required to cause Purchaser to extend the Expiration Date. Specifically, subject to our rights to terminate the Merger Agreement in accordance with its terms, the Merger Agreement provides that Purchaser must extend the Offer from time to time for: • any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — “Conditions of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, Purchaser may (and at the request of the Company, Purchaser shall) extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied. However, notwithstanding the foregoing, Purchaser is not required to, and without the Company’s consent, may not, extend the Offer beyond the earlier to occur of (i) the valid termination of the Merger Agreement in accordance with the terms thereof and (ii) June 5, 2020. If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. Purchaser has agreed that it will (and Parent has agreed to cause Purchaser to) promptly terminate the Offer, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to the Offer Acceptance Time.

Principal Terms of the Offer. The Offer. Purchaser’s obligation Merger Agreement provides that, subject to the terms and conditions of the Offer and the Merger Agreement, Purchaser will accept for payment and pay for all Shares validly tendered (and not validly withdrawn) in pursuant to the Offer as soon as practicable after Purchaser is permitted to do so under applicable law or regulations, and will pay the Offer Price in exchange for such Shares accepted for payment. The Merger Agreement provides that the obligation of Purchaser to accept for payment, and pay for, the Shares validly tendered (and not withdrawn) is subject to the satisfaction or waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction (or waiver by Parent) of the other Offer Conditions, the The Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable after the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares for payment pursuant to and subject to the conditions of the Offer, which will occur on January 23, 2019, following the Offer Expiration Time, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. Purchaser expressly reserves the right to increase the Offer Price or right, in its sole discretion, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreementthat, without the prior written consent of the CompanyCoLucid, Purchaser is not permitted tomay not: • decrease the Offer Price; • change the form of consideration payable in the Offer; • decrease the maximum number of Shares sought to be purchased in the Offer; • impose conditions or requirements to the Offer in addition to the Offer Conditions; • amend or modify any of the Offer Conditions or any other terms or conditions of the Merger Agreement in a manner that adversely affects, or could reasonably be expected to adversely affect, any holder affects the holders of Shares in its capacity as such or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated by the Merger AgreementShares; • change or waive the Minimum Tender Condition; • extend or otherwise change the Offer Expiration Time in a manner Date other than as required or permitted by the Merger Agreement; or • provide otherwise amend or modify any “subsequent offering period” within terms of the meaning Offer in a manner that adversely affects the holders of Rule 14d-11 promulgated under the Exchange ActShares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date and in which Parent is required to cause Purchaser to extend the Expiration Date. Specifically, subject to our rights to terminate the Merger Agreement in accordance with its terms, the Merger Agreement provides that Purchaser must extend the Offer from time to time for: • if, at any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — “Conditions scheduled expiration of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, subject to the parties’ respective termination rights under the Merger Agreement, Purchaser: • shall extend the Offer from time to time: (A) for any period required by any rule, regulation, interpretation or position of the SEC or NASDAQ applicable to the Offer (provided that Purchaser may shall not be required to extend the Offer to a date later than the Outside Date); (and B) at the request of CoLucid, if, on any then-scheduled Expiration Date, any of the Company, Purchaser shallconditions to Purchaser’s obligation to accept for payment and pay for Shares validly tendered (and not withdrawn) extend pursuant to the Offer on set forth in clauses (b) through (i) of Annex A to the Merger Agreement (together with the Minimum Tender Condition, the “Offer Conditions”) is not satisfied and has not been waived by Xxxxx, but is capable of being satisfied prior to the Outside Date, for one or more occasions for an additional period extension periods of up to ten five business days per extensioneach (or for such longer period as may be agreed by CoLucid), up to and including the Outside Date, the length of each such period to be determined by Purchaser (or Lilly on its behalf), in its sole discretion, to permit such Offer Condition to be satisfied; and (C) at the request of CoLucid, if, on any then-scheduled Expiration Date, the Offer Conditions (other than the Minimum Tender Condition) have been satisfied or have been waived by Xxxxx, but the Minimum Tender Condition has not been satisfied, for one or more extension periods of at least five business days each, up to and including the Outside Date, the length of each such period to be determined by CoLucid, in its sole discretion, to permit such Offer Condition to be satisfied; and • may extend the Offer, from time to time, in its discretion, if, on any then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Xxxxx, in consecutive increments of up Table of Contents to five business days each (or such longer period as may be agreed by CoLucid) up to and including the Outside Date, the length of each such period to be determined by Purchaser (or Lilly on its behalf) in its sole discretion, to permit such Offer Condition to be satisfied. HoweverSchedule 14D-9 and Board Recommendation. The Merger Agreement provides that on the date of commencement of the Offer, notwithstanding CoLucid shall file with the foregoingSEC and disseminate to holders of Shares, Purchaser is not to the extent required toby Rule 14d-9 under the Exchange Act and any other applicable laws or regulations, and without the Company’s consent, may not, extend the Offer beyond the earlier to occur of Schedule 14D-9 that contains (i) the valid termination CoLucid Board Recommendation (subject to the terms and conditions of the Merger Agreement Agreement); (ii) the opinion of the CoLucid Board’s financial advisor; (iii) a summary of the financial analysis conducted by such financial advisor in accordance with the terms thereof applicable law and regulation; and (iiiv) June 5, 2020. If we extend the Offer, such extension will extend the time that you will have to tender (or withdrawnotice and other information required by Section 262(d)(2) your Shares. Purchaser has agreed that it will (and Parent has agreed to cause Purchaser to) promptly terminate the Offer, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to the Offer Acceptance TimeDGCL.

Principal Terms of the Offer. The OfferMerger Agreement provides that, subject to the terms and conditions of the Offer and the Merger Agreement, Purchaser will accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after Purchaser is permitted to do so under applicable law or regulations, and will pay the Offer Price in exchange for such Shares accepted for payment. Purchaser’s The Merger Agreement provides that the obligation of Purchaser to accept for payment payment, and pay for for, the Shares validly tendered (and not validly withdrawn) in the Offer is subject to the satisfaction or waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction (or waiver by Parent) of the other Offer Conditions, the The Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable after the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares for payment pursuant to and subject to the conditions of the Offer, which will occur on January 23, 2019, following the Offer Expiration Time, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. Purchaser expressly reserves the right right, in its sole discretion, to increase the Offer Price or Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreementthat, without the prior written consent of the CompanyTubeMogul, Purchaser is not permitted tomay not: • decrease reduce the Offer Price; • change or waive the Minimum Condition; • impose conditions or requirements to the Offer in addition to the Offer Conditions; • extend or otherwise change the Expiration Date in a manner other than as required or permitted by the Merger Agreement; • change the form of consideration payable in the Offer; • decrease the maximum number of Shares sought to be purchased in the Offer; or • impose conditions or requirements to the Offer in addition to the Offer Conditions; • otherwise amend or modify any of the Offer Conditions or any the other terms or conditions of the Merger Agreement Offer in a manner that adversely affects, or could reasonably be expected to adversely affect, affects any holder of Shares in its capacity as such or that could, individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated by the Merger Agreement; • change or waive the Minimum Condition; • extend or otherwise change the Offer Expiration Time in a manner other than as required or permitted by the Merger Agreement; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Actsuch. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date and in which Parent is required to cause Purchaser to extend the Expiration Date. Specifically, subject to our rights to terminate the Merger Agreement in accordance with its terms, the Merger Agreement provides that Purchaser must extend the Offer from time to time for: • if, at any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — “Conditions scheduled expiration of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, Purchaser may (and at subject to the request of parties' respective termination rights under the CompanyMerger Agreement, Purchaser shall) Purchaser: • shall extend the Offer on one from time to time: (1) for any period required by any Law or more occasions any interpretation or position of the SEC applicable to the Offer; (2) for an additional period periods the length of up which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act will have expired or been terminated; and (3) at the request of TubeMogul, if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Adobe or Purchaser, for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) to permit such Offer Condition to be satisfied; and • may extend the Offer from time to time, in its discretion (and without the consent of TubeMogul or any other person), if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Adobe or Purchaser, for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten business days per extension) to permit such Offer Condition to be satisfied. However, notwithstanding Notwithstanding the foregoing, in no event shall Purchaser is not be required to, and or permitted (without the Company’s consent, may not, prior written consent of TubeMogul) to extend the Offer beyond to a date later than the earlier to occur of (i) the valid termination of the Merger Agreement in accordance with the terms thereof and (ii) June 5, 2020. If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. Purchaser has agreed that it will (and Parent has agreed to cause Purchaser to) promptly terminate the Offer, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to the Offer Acceptance TimeOutside Date.

Principal Terms of the Offer. The OfferMerger Agreement provides that, subject to the terms and conditions of the Offer and the Merger Agreement, Purchaser will accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after Purchaser is permitted to do so under applicable law or regulations, and will pay the Offer Price in exchange for such Shares accepted for payment. Purchaser’s The Merger Agreement provides that the obligation of Purchaser to accept for payment payment, and pay for for, the Shares validly tendered (and not validly withdrawn) in the Offer is subject to the satisfaction or (if permitted) waiver of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). Subject to the satisfaction of the Minimum Condition and the satisfaction (or waiver by Parent) of the other Offer Conditions, the The Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable after the Offer Acceptance Time (as defined below). Acceptance of all such validly tendered Shares for payment pursuant to and subject to the conditions of the Offer, which will occur on January 23, 2019, following the Offer Expiration Time, unless one or more Offer Conditions is not satisfied as of such date, in which case we will extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Acceptance Time,” and the date and time at which the Offer Acceptance Time occurs is referred to herein as the “Offer Closing.” The Offer may not be withdrawn prior to the Expiration Date (including any rescheduled Expiration Date) unless the Merger Agreement is terminated in accordance with its terms. Purchaser expressly reserves the right right, in its sole discretion, to increase the Offer Price or Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, including the Offer Conditions, that are not inconsistent with the terms of the Merger Agreement. However, except as otherwise expressly provided in the Merger Agreementthat, without the prior written consent of NetSuite as authorized by the CompanyTransactions Committee, Purchaser is not permitted tomay not: • decrease waive or amend the Minimum Condition (other than a Permitted Minimum Condition Modification) or • make any change to the Offer Price; that: • change changes the form of consideration payable in to be delivered by Purchaser pursuant to the Offer; , • decrease decreases the maximum Offer Price or the number of Shares sought to be purchased by Purchaser in the Offer; , • impose imposes conditions or requirements to the Offer in addition to the Offer Conditions; , or • amend extends the Expiration Date other than in the manner permitted or modify any required by the Merger Agreement, which is summarized below under “Extensions of the Offer Conditions or any other terms or conditions of the Offer.” The Merger Agreement further provides that, in no event may the Minimum Condition be amended or waived in a manner that adversely affects, amends or could reasonably be expected to adversely affect, any holder of Shares in its capacity as such or that could, individually or in waives the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other transactions contemplated by the Merger Agreement; • change or waive the Minimum Unaffiliated Tender Condition; • extend or otherwise change the Offer Expiration Time in a manner other than as required or permitted by the Merger Agreement; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Expiration Date also provides that, at Parent’s election and in which Parent’s sole discretion and upon written notice to NetSuite prior to the Acceptance Time, the definition of Minimum Condition may be modified to replace the reference to “majority of the Adjusted Outstanding Share Number” in such definition with “a majority of the aggregate number of outstanding Company Common Stock immediately prior to the Acceptance Time” (such modification, the “Permitted Minimum Condition Modification”). Effecting the Permitted Minimum Condition Modification by Parent is required to cause Purchaser to extend will not constitute a waiver of the Expiration Date. Specifically, subject to our rights to terminate Minimum Condition for purposes of the Merger Agreement in accordance with its terms, the Agreement. The Merger Agreement provides that Purchaser must extend the Offer from time to time for: • if, at any period required by applicable legal requirements, any interpretation or position of the SEC, the staff thereof or the NASDAQ Global Stock Market applicable to the Offer; and • periods of up to ten business days per extension, until the Regulatory Condition (as defined below in Section 15 — “Conditions scheduled expiration of the Offer”) has been satisfied. Table of Contents Additionally, if, as of the then-scheduled Offer Expiration Time, any other Offer Condition is not satisfied and has not been waived, Purchaser may (and at the request of the Company, Purchaser shall) : • extend the Offer on one or more occasions for an additional period of up to ten business days 20 Business Days per extension, to permit such Offer Condition to be satisfied. However, notwithstanding the foregoing, Purchaser is not required to, and without the Company’s consent, may not, extend the Offer beyond satisfied until the earlier to occur of (i) the valid termination satisfaction or waiver of such Offer Conditions or the End Date; provided, however, that if, at any scheduled Expiration Date, each of the Offer Conditions set forth in the Merger Agreement is satisfied or has Table of Contents been waived and the Minimum Condition is not satisfied, Purchaser shall not be required to (but shall, in accordance with the terms thereof and (iiits sole discretion, be entitled to) June 5, 2020. If we extend the Offer, Offer for more than 20 Business Days beyond such extension will scheduled Expiration Date; and • extend the Offer from time that you will have to tender (time for any period required by any rule or withdraw) your Shares. Purchaser has agreed that it will (and Parent has agreed regulation of the SEC applicable to cause Purchaser to) promptly terminate the Offer. Notwithstanding the foregoing, and will not acquire any Shares pursuant thereto, upon any valid termination of the Merger Agreement prior to in no event shall Purchaser extend the Offer Acceptance Timeto a date later than the End Date.