Common use of Principal Terms of the Offer Clause in Contracts

Principal Terms of the Offer. The Merger 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conditions of the Offer and the Merger Agreement, Purchaser will accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after Purchaser is permitted to do so under applicable law or regulations, and will pay the Offer Price in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. 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provides that the obligation of Purchaser to accept for payment, and pay for, the Shares validly tendered (and not withdrawn) is subject to the satisfaction or waiver of the Offer Conditions. The Merger Agreement provides that Purchaser expressly reserves the right, in its sole discretion, to increase the Offer Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, except that, without the prior written consent of TubeMogul, Purchaser may not: • 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 • otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. Extensions of the Offer The Merger Agreement provides that if, at any scheduled expiration of the Offer, any 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: (1) for any period required by any Law or any interpretation or position of the SEC applicable to the Offer; (2) for periods the length of 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. Notwithstanding the foregoing, in no event shall Purchaser be required or permitted (without the prior written consent of TubeMogul) to extend the Offer to a date later than the Outside Date.

Principal Terms of the Offer. The Merger 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 regulationslaw, 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 (if permitted) waiver of the Offer Conditions. The Merger Agreement provides that Purchaser expressly reserves the right, in its sole discretion, to increase the Offer Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, except that, without the prior written consent of TubeMogulthe Company, Purchaser may not: • reduce waive or amend the Minimum Condition or • make any change to the Offer Price; that: • change changes the form of consideration to be delivered by Purchaser pursuant to the Offer, • decreases the Offer Price or waive the Minimum Condition; 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 • extend or otherwise change extends the Expiration Date in a manner other than as in the manner permitted or 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 • otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. , which is summarized below under “Extensions of the Offer Offer.” The Merger Agreement also provides that ifthat, at any scheduled expiration 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 Offer, any Offer Condition is not satisfied and has not been waived, subject Adjusted Outstanding Share Number” in such definition with “a majority of the aggregate number of outstanding Company Common Stock immediately prior to the parties' respective termination rights under 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 for purposes of the Merger Agreement, Purchaser: • shall extend the Offer from time to time: (1) for any period required by any Law or any interpretation or position of the SEC applicable to the Offer; (2) for periods the length of 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. Notwithstanding the foregoing, in no event shall Purchaser be required or permitted (without the prior written consent of TubeMogul) to extend the Offer to a date later than the Outside Date.

Principal Terms of the Offer. The Merger 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 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. 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 Offer Conditions. The Merger Agreement provides that Purchaser expressly reserves the right, in its sole discretion, to increase the Offer Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, except that, without the prior written consent of TubeMogulCoLucid, Purchaser may not: • reduce decrease 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; • impose conditions to the Offer in addition to the Offer Conditions; • amend or modify any of the Offer Conditions in a manner that adversely affects the holders of Shares; • change or waive the Minimum Tender Condition; • extend or otherwise change the Expiration Date other than as required or permitted by the Merger Agreement; or • otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder the holders of Shares in its capacity as suchShares. Extensions of the Offer The Merger Agreement provides that if, at any scheduled expiration of the Offer, any 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: (1A) for any period required by any Law or any rule, regulation, interpretation or position of the SEC or NASDAQ applicable to the OfferOffer (provided that Purchaser shall not be required to extend the Offer to a date later than the Outside Date); (2) for periods the length of 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 (3B) at the request of TubeMogulCoLucid, if, as on any then-scheduled Expiration Date, any of the conditions to Purchaser’s obligation to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer 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 extension periods of up to five business days each (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 Adobe Xxxxx, in consecutive increments of up Table of Contents to five business days each (or Purchasersuch longer period as may be agreed by CoLucid) up to and including the Outside Date, for periods the length of which shall each such period to be specified determined by Purchaser (or Adobe (not to exceed ten business days per extensionLilly on its behalf) 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)sole discretion, 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. Notwithstanding Schedule 14D-9 and Board Recommendation. The Merger Agreement provides that on the foregoingdate of commencement of the Offer, CoLucid shall file with the SEC and disseminate to holders of Shares, to the extent required by Rule 14d-9 under the Exchange Act and any other applicable laws or regulations, the Schedule 14D-9 that contains (i) the CoLucid Board Recommendation (subject to the terms and conditions of the Merger Agreement); (ii) the opinion of the CoLucid Board’s financial advisor; (iii) a summary of the financial analysis conducted by such financial advisor in no event shall Purchaser be accordance with applicable law and regulation; and (iv) the notice and other information required or permitted (without by Section 262(d)(2) of the prior written consent of TubeMogul) to extend the Offer to a date later than the Outside DateDGCL.

Principal Terms of the Offer. The Merger Agreement provides that, subject Offer. Purchaser’s obligation 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. The Merger Agreement provides that the obligation of Purchaser to accept for payment, and pay for, the 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”). The 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, in its sole discretion, right to increase the Offer Price, Price or 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 thatas otherwise expressly provided in the Merger Agreement, without the prior written consent of TubeMogulthe Company, Purchaser may notis not permitted to: • reduce decrease 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; • impose conditions or requirements to the Offer in addition to the Offer Conditions; • otherwise amend or modify any of the Offer Conditions or the any other terms or conditions of the Offer Merger Agreement in a manner that adversely affects affects, or could reasonably be expected to adversely affect, any holder of Shares in its capacity as such. Extensions 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 ifPurchaser must extend the Offer from time to time for: • any period required by applicable legal requirements, at any scheduled expiration 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, subject to Purchaser may (and at the parties' respective termination rights under request of the Merger AgreementCompany, Purchaser: • shall Purchaser shall) extend the Offer from time on one or more occasions for an additional period of up to time: (1) for any period required by any Law or any interpretation or position of the SEC applicable to the Offer; (2) for periods the length of 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. Notwithstanding However, notwithstanding the foregoing, in no event shall Purchaser be is not required or permitted (to, and without the prior written consent of TubeMogul) to Company’s consent, may not, extend the Offer beyond the earlier to a date later than occur of (i) the Outside Datevalid 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 Merger Agreement provides that, subject Offer. Purchaser’s obligation 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. The Merger Agreement provides that the obligation of Purchaser to accept for payment, and pay for, the 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 of the Offer” (each, an “Offer Condition” and collectively, the “Offer Conditions”). The 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, and pay 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 September 14, 2021, following the Offer Expiration Date, 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, in its sole discretion, right to increase the Offer Price, to waive any Offer Condition 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 thatas otherwise expressly provided in the Merger Agreement, without the prior written consent of TubeMogulthe Company, Purchaser may notis not permitted to: • reduce decrease 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; • impose conditions or requirements to the Offer in addition to the Offer Conditions; • otherwise amend or modify any of the Offer Conditions or the any other terms or conditions of the Offer Merger Agreement in a manner that adversely affects affects, or would reasonably be expected to adversely affect, any holder of Shares or that would, individually or in its capacity as such. Extensions 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; • change or waive the Minimum Condition; • extend or otherwise change the Expiration 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 if, at any scheduled expiration of the Offer, any Offer Condition is not satisfied and has not been waived, subject to the parties' respective termination rights under the Merger Agreement, Purchaser: • shall Purchaser must extend the Offer from time to timetime for: (1) for • any period required by any Law or applicable legal requirements, any interpretation or position of the SEC SEC, the staff thereof or the NASDAQ applicable to the Offer; (2) for and • periods the length of which shall be specified by Purchaser or Adobe (not up to exceed ten business days per extension, until the Regulatory Condition (as defined below in Section 15 – “Conditions of the Offer”) until any waiting period has been satisfied. Additionally, Purchaser may (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 TubeMogulthe 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 Adobe Parent or Purchaser, Purchaser (to the extent permitted under the Merger Agreement) on one or more occasions in consecutive increments for periods the length of which shall be specified by Purchaser or Adobe (not up to exceed ten business days per extension) each in order to permit the satisfaction of such Offer Condition to Condition. Purchaser will not be satisfied; required to, and • may without the Company’s written consent Purchaser will not, extend the Offer from time beyond the earlier to time, in its discretion occur of (and without i) the consent of TubeMogul or any other person), if, as valid termination of the scheduled Expiration DateMerger Agreement in Table of Contents accordance therewith and (ii) February 2, any Offer 2022 (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 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 satisfiedmet). Notwithstanding the foregoing, in no event shall Purchaser be required or permitted (without the prior written consent of TubeMogul) to 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 to a date later than the Outside DateAcceptance Time.

Principal Terms of the Offer. The Merger 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. 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 (if permitted) waiver of the Offer Conditions. The Merger Agreement provides that Purchaser expressly reserves the right, in its sole discretion, to increase the Offer Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, except that, without the prior written consent of TubeMogulthe Company, Purchaser may not: • reduce waive or amend the Minimum Condition or • make any change to the Offer Price; that: • change changes the form of consideration to be delivered by Purchaser pursuant to the Offer, • decreases the Offer Price or waive the Minimum Condition; 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 • extend or otherwise change extends the Expiration Date in a manner other than as in the manner permitted or 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 • otherwise amend or modify any of the Offer Conditions or the other terms of the Offer in a manner that adversely affects any holder of Shares in its capacity as such. , which is summarized below under “Extensions of the Offer Offer/Subsequent Offering Period.” Extensions of the Offer/Subsequent Offering Period The Merger Agreement provides that if, at any scheduled expiration of the Offer, any Offer Condition is not satisfied and has not been waived, subject to the parties' respective termination rights under the Merger Agreement, PurchaserPurchaser shall: • shall extend the Offer from time on one or more occasions for an additional period of up to time: (1) for any period required by any Law or any interpretation or position of the SEC applicable to the Offer; (2) for periods the length of which shall be specified by Purchaser or Adobe (not to exceed ten 20 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 satisfiedsatisfied until the earlier to occur of the satisfaction or waiver of such Offer Conditions or the End Date; and • may extend the Offer from time to timetime for any period required by any rule, in its discretion (and without the consent of TubeMogul regulation, interpretation or any other person), if, as position of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Adobe SEC or Purchaser, for periods the length staff of which shall be specified by Purchaser or Adobe (not the SEC applicable to exceed ten business days per extension) to permit such Offer Condition to be satisfied. Notwithstanding the foregoing, in no event shall Purchaser be required or permitted (without the prior written consent of TubeMogul) to extend the Offer or for any period required by applicable law, except that no such extension of the Offer may be made to a date later than beyond the Outside 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 Exchange Act.

Principal Terms of the Offer. The Merger 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. 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 (if permitted) waiver of the Offer Conditions. The Merger Agreement provides that Purchaser expressly reserves the right, in its sole discretion, to increase the Offer Price, to waive any Offer Condition or make any other changes to the terms and conditions of the Offer, except that, without the prior written consent of TubeMogulNetSuite as authorized by the Transactions Committee, Purchaser may not: • reduce 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 to be delivered by Purchaser pursuant to the Offer, • decreases the Offer Price or waive the Minimum Condition; 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 • extend or otherwise change extends the Expiration Date in a manner other than as in the manner permitted or required or permitted by the Merger Agreement; • change the form , which is summarized below under “Extensions of consideration payable in the Offer; • decrease .” The Merger Agreement further provides that, in no event may the maximum number of Shares sought to Minimum Condition be purchased in the Offer; amended or • otherwise amend or modify any of the Offer Conditions or the other terms of the Offer waived in a manner that adversely affects any holder amends or waives the Unaffiliated Tender Condition. The Merger Agreement also provides that, at Parent’s election and in Parent’s sole discretion and upon written notice to NetSuite prior to the Acceptance Time, the definition of Shares Minimum Condition may be modified to replace the reference to “majority of the Adjusted Outstanding Share Number” in its capacity as suchsuch 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 for purposes of the Merger Agreement. Extensions of the Offer The Merger Agreement provides that if, at any scheduled expiration of the Offer, any Offer Condition is not satisfied and has not been waived, subject Purchaser shall: • extend the Offer on one or more occasions for an additional period of up to 20 Business Days per extension, to permit such Offer Condition to be satisfied until the parties' respective termination rights under earlier to occur of the 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 AgreementAgreement is satisfied or has Table of Contents been waived and the Minimum Condition is not satisfied, Purchaser: Purchaser shall not be required to (but shall, in its sole discretion, be entitled to) extend the Offer for more than 20 Business Days beyond such scheduled Expiration Date; and • shall extend the Offer from time to time: (1) time for any period required by any Law rule or any interpretation or position regulation of the SEC applicable to the Offer; (2) for periods the length of 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. Notwithstanding the foregoing, in no event shall Purchaser be required or permitted (without the prior written consent of TubeMogul) to extend the Offer to a date later than the Outside End Date.