Common use of TABLE OF CONTENTS Clause in Contracts

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.

TABLE OF CONTENTS. Pursuant to the Merger Agreement, if MGF receives an Acquisition Proposal, which the MGF Board concludes in good faith, after consultation with its financial advisors and outside counsel, constitutes a Superior Proposal, the MGF Board may prior to the Acceptance Time may (1) effect a Change of Board Recommendation with respect to such Superior Proposal and/or (ii) terminate the Merger Agreement and enter into a definitive agreement with respect to such Superior Proposal. However, MGF may not effect a Change of Board Recommendation or terminate the Merger Agreement unless the following conditions have been met (a) MGF has not breached the no solicitation provision of the Merger Agreement, (b) To the fullest extent permitted under applicable LawMGF Board shall have taken into account any changes to the terms of the Merger Agreement proposed by Parent in response to the Superior Proposal, commencing at the Effective Time and continuing for six (6c) years (or for such longer period provided for in any applicable statute of limitations) and one MGF shall (1) month thereafterhave provided written notice to Parent at least 5 business days in advance of its intention to take such action with respect to such Superior Proposal and (2) negotiated with Parent in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that such Acquisition Proposal ceases to constitute a Superior Proposal. Reasonable Best Efforts to Consummate the Merger; Regulatory Filings. Pursuant to the Merger Agreement, MGF, Parent and Purchaser agreed to use their reasonable best efforts to take, or the Surviving Corporation shallcause to be taken, all appropriate action, and if Parent to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, in the Surviving Corporation do not promptly do somost expeditious manner practicable, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this the Merger Agreement); provided. In addition, howevereach of MGF, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) Parent and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingPurchaser agreed that, in the event of any Claimaction, (i) Parent suit proceeding or investigation relating to the Merger Agreement or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect transactions contemplated thereby is commenced by any person other than a party to the foregoing Merger Agreement, each party will cooperate and pay the use its reasonable fees best efforts to defend vigorously against it and expenses of counsel selected by each Indemnified Partyrespond thereto and to have vacated, promptly after statements therefor are receivedlifted, provided that the Indemnified Party to whom fees and expenses are advanced reversed or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationoverturned any decree, and (y) vigorously assist each Indemnified Party in such defensejudgment, and (ii) subject to the terms of this Section 7.1injunction or other order, Holdingwhether temporary, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, howeverpreliminary or permanent, that failure to give reasonably prompt notice to is in effect and that prohibits, prevents or restricts consummation of the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving transactions contemplated by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimMerger Agreement.

TABLE OF CONTENTS. (b) To the fullest extent permitted performance of its duties under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, this Agreement. Buyer shall indemnify, defend and hold harmlessharmless the Seller Representative from and against any and all losses, each present and former directorliabilities, officer or employee of the Company and each Company Subsidiary and their respective estatesdamages, heirsclaims, personal representativespenalties, successors and assigns (collectivelyfines, the “Indemnified Parties”) against all forfeitures, actions, fees, costs and expenses (including reasonable attorneys’ fees)the fees and expenses of counsel and experts and their staffs and all expense of document location, judgments, fines, losses, claims, damages, liabilities duplication and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Timeshipment) arising out of or pertaining to any action in connection with the acceptance or omission in their capacity as director or officer administration of the Company Seller Representative’s duties under this Agreement or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as directorAncillary Agreement, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of any legal counsel selected retained by the Seller Representative (collectively, “Representative Losses”), in each Indemnified Partycase as such Representative Loss is suffered or incurred; provided, promptly after statements therefor are receivedthat in the event that any such Representative Loss is finally adjudicated to have been directly caused by the bad faith, provided that gross negligence or willful misconduct of the Indemnified Party Seller Representative, the Seller Representative will reimburse Buyer the amount of such indemnified Representative Loss to whom fees and expenses are advanced the extent attributable to such bad faith, gross negligence or for which fees and expenses of counsel are willful misconduct. If not paid provides an undertaking directly to repay the Seller Representative by the Buyer, any such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and Representative Losses may be recovered by the Seller Representative from (yi) vigorously assist each Indemnified Party in such defense, the Sellers and (ii) subject any Earnout Shares at such time as any such amounts would otherwise be distributable to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptnessSellers; provided, howeverthat while this section allows the Seller Representative to be paid from the aforementioned sources of funds, that failure this does not relieve the Buyer from its obligation to give reasonably prompt notice promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Seller Representative from seeking any remedies available to it at law or otherwise. In no event will the Seller Representative be required to advance its own funds on behalf of the Sellers or Buyer or otherwise. Notwithstanding anything in this Agreement to the Surviving Corporation shall not affect the contrary, any restrictions or limitations on liability or indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except Buyer set forth elsewhere in this Agreement are not intended to be applicable to the extent that indemnities provided to the failure to so notify has prejudiced Seller Representative under this section. In no event shall the Surviving Corporation Seller Representative be liable hereunder or in such Claimconnection herewith for any indirect, punitive, special or consequential damages. The Indemnified Party Seller Representative shall not be liable for any act done or omitted under this Agreement or any Ancillary Agreement in connection with its duties as the Seller Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Seller Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any liability for relying on the Seller Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Seller Representative shall have the right at any time and from time to retain counsel time to select and engage, at the reasonable cost and expense of Buyer, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such Indemnified Party’s own choice other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Seller Representative may reasonably deem necessary or appropriate from time to represent such person; time. All of the indemnities, immunities, releases and such counsel shall, powers granted to the extent consistent with its professional responsibilitiesSeller Representative under this Section 11.14 shall survive the Closing, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any resignation or removal of Holding, Parent the Seller Representative or the Surviving Corporation. Holding, Parent termination of this Agreement and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimcontinue indefinitely.

TABLE OF CONTENTS. (b) To Neither this Agreement nor any provision hereof may be waived, amended, or modified except pursuant to an agreement or agreements in writing entered into by the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent Borrower and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement)Required Lenders; provided, however, that in the event any Claim or Claims for indemnification are made within no such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims agreement shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent decrease the principal amount of, or extend the Surviving Corporation shall, and if Parent and maturity of or any scheduled principal payment date or date for the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense payment of any matter. If interest on, any Claim is commenced as to which an Indemnified Party desires to receive indemnificationLoan, or waive or excuse any such Indemnified Party shall notify payment or any part thereof, or decrease the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations rate of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and interest on any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall notLoan, without the prior written consent of an Indemnified Party, settle or compromise any Claimeach affected Lender, or permit (ii) amend or modify the provisions of Section 2.16, the provisions of this Section or the definition of “Required Lenders”, without the prior written consent of each Lender; (iii) change Section 2.16 or Section 7.02 in a default manner that would alter the pro rata sharing of payments required thereby without the written consent of each affected Lender; or (iv) release all or substantially all of the Subsidiaries party to any Guaranty Agreement from their obligations thereunder (except as expressly provided therein), or limit the liability of such Subsidiaries thereunder, without the written consent of each Lender; provided further that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the entry Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any judgment other Loan Document; and (B) the Fee Letter may be amended, or rights or privileges thereunder waived, in respect thereofa writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, unless such settlementno Defaulting Lender shall have any right to approve or disapprove any amendment, compromise waiver or consent includeshereunder, as an unconditional term thereof, except that the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect Commitment of such claimLender may not be increased or extended without the consent of such Lender. Each Lender shall be bound by any waiver, amendment, or modification authorized by this Section, and any consent by any Lender pursuant to this Section shall bind any Transferee of its rights and obligations hereunder.

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and continuing (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call X.X. Xxxx & Co. Inc., the information agent for six the Offer (6the “Information Agent”), toll free at (000) years 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Asilomar Acquisition Corp., a Delaware corporation (or for such longer period provided for “Purchaser”) and an indirect, wholly-owned subsidiary of Astellas Pharma Inc., a company organized under the laws of Japan (“Astellas”), is offering to purchase all outstanding shares of common stock, par value, $0.00001 per share (the “Shares”), of Audentes Therapeutics, Inc., a Delaware corporation (“Audentes”), at a purchase price of $60.00 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable statute of limitations) tax withholding, upon the terms and one subject to the conditions set forth in this Offer to Purchase (1) month thereafteras it may be amended, Parent supplemented or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyotherwise modified from time to time, the “Indemnified PartiesOffer to Purchase”) against all costs and expenses in the related Letter of Transmittal (including reasonable attorneys’ feesas it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal”) which, together with this Offer to Purchase, as they may be amended, supplemented or otherwise modified from time to time, collectively constitute the “Offer”. The Offer is being made pursuant to an Agreement and Plan of Merger, dated December 2, 2019 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), judgmentsby and among Audentes, finesAstellas and Purchaser, lossespursuant to which, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer after consummation of the Company Offer and the satisfaction or any Company Subsidiary or their serving at waiver of certain conditions, Purchaser will merge with and into Audentes upon the request terms and subject to the conditions set forth in the Merger Agreement, with Audentes continuing as the surviving corporation (the “Surviving Corporation”) and becoming an indirect, wholly-owned subsidiary of Astellas (the “Merger”). The Merger will be governed by Section 251(h) of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before Delaware General Corporation Law (the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations“DGCL”) and one-month periodwill be effected by Purchaser and Audentes without a stockholder vote pursuant to the DGCL as soon as practicable following the consummation of the Offer. In the Merger, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, each outstanding Share (other than (i) Parent the Shares held in the treasury of Audentes or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect owned by Astellas or Purchaser immediately prior to the foregoing and pay effective time of the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that Merger (the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y“Effective Time”) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced Shares as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify appraisal rights have been perfected in accordance with the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have DGCL) will be canceled and converted into the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, receive an amount in cash equal to the extent consistent with its professional responsibilitiesOffer Price, cooperate with Holdingwithout interest (the “Merger Consideration”), Parent less any applicable tax withholding. Immediately prior to the Effective Time, all unvested Company Stock Options and unvested Company RSUs will become fully vested, and at the Effective Time, each Company Stock Option and Company RSU will be canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (or, in the case of Company Stock Options, the difference between the Merger Consideration and the Surviving Corporation and applicable per share exercise price), less any counsel designated applicable tax withholding. Under no circumstances will interest be paid on the purchase price for the Shares, including by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement reason of any Claim against an Indemnified Party made with Parent extension of the Offer or any delay in making payment for the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimShares.

TABLE OF CONTENTS. Notwithstanding anything herein to the contrary, the Credit Documents may be amended to (bi) To the fullest extent permitted under applicable Lawadd syndication or documentation agents and make customary changes and references related thereto and (ii) if applicable, commencing at the Effective Time and continuing for six (6) years (add or for such longer period provided for modify “parallel debt” language in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee jurisdiction in favor of the Company and each Company Subsidiary and their respective estatesCollateral Agent or Collateral Trustee or add Collateral Agents, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on under clauses (i) and (ii), with the consent of only the Borrower and the Administrative Agent, and in the case of clause (ii), the Collateral Agent. Notwithstanding anything in this Agreement (including, without limitation, this Section 13.1) or before any other Credit Document to the Effective Time contrary, (including i) this Agreement and the transactions other Credit Documents may be amended to effect an incremental facility, refinancing facility or extension facility pursuant to Section 2.14 (and the Administrative Agent and the Borrower may effect (and instruct the Collateral Representative to effect) such amendments to this Agreement and the other Credit Documents without the consent of any other party as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the terms of any such incremental facility, refinancing facility or extension facility); (ii) no Lender consent is required to effect any amendment or supplement to the Collateral Trust Agreement (and the Administrative Agent shall instruct the Collateral Representative to effect such amendment or supplement) or other intercreditor agreement permitted under this Agreement that is for the purpose of adding the holders of any Indebtedness as expressly contemplated by the terms of the Collateral Trust Agreement or such other intercreditor agreement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the Collateral Trust Agreement or applicable intercreditor agreement as, in the good faith determination of the Administrative Agent in consultation with the Borrower, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders taken as a whole); provided, howeverfurther, that in the event any Claim no such agreement shall amend, modify or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) otherwise directly and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not adversely affect the indemnification obligations rights or duties of Holding, Parent the Administrative Agent hereunder or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and under any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, other Credit Document without the prior written consent of the Administrative Agent; (iii) any provision of this Agreement or any other Credit Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Credit Document) may be amended by an Indemnified agreement in writing entered into by the Borrower and the Administrative Agent (or, if applicable, the Collateral Representative, at the direction of the Administrative Agent) to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined by the Administrative Agent and the Borrower) and (y) effect administrative changes of a technical or immaterial nature (as reasonably determined by the Administrative Agent and the Borrower); (iv) guarantees, collateral documents and related documents executed by the Credit Parties in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with any other Credit Document, entered into, amended, supplemented or waived, without the consent of any other Person, by the applicable Credit Party or Credit Parties and the Administrative Agent or the Collateral Agent in its or their respective sole discretion if applicable (or the Collateral Representative, at the direction of the Administrative Agent), (A) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Bank Parties, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Secured Bank Parties, in any property or so that the security interests therein comply with applicable requirements of law, (C) to cure ambiguities, omissions, mistakes or defects (as reasonably determined by the Administrative Agent and the Borrower) or to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Credit Documents or (D) to provide for the termination of the Collateral Trust Agreement and related arrangements (including the continuation of the Liens securing the Obligations); and (v) the Credit Parties, the Collateral Agent and Collateral Representative, without the consent of any other Secured Bank Party, settle or compromise any Claim, or permit a default or consent shall be permitted to enter into amendments and/or supplements to the entry Collateral Trust Agreement and any Security Documents in order to (i) include customary provisions permitting the Collateral Representative to appoint sub-collateral agents or representatives to act with respect to Collateral matters thereunder in its stead (including the Collateral Agent and sub-collateral agent with control over the Term C Loan Collateral Accounts pursuant to the applicable account control agreements) and (ii) expand the indemnification Table of Contents provisions contained therein to provide that holders of Additional First Lien Debt (as defined in the Collateral Trust Agreement) indemnify the Collateral Agent, in its capacity as Controlling Priority Lien Representative (as defined in the Collateral Trust Agreement) and/or the Collateral Trustee, on a pro rata basis with the Lenders. Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent may, in its sole discretion, grant extensions of time (and direct the Collateral Representative to grant such extensions) for the satisfaction of any judgment in respect thereofof the requirements under Sections 9.11, unless such settlement, compromise 9.12 and 9.14 or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability any Security Documents in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such claimCollateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Holdings, the Borrower and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement or any Security Document.

TABLE OF CONTENTS. (b) To Effect of Termination The Merger Agreement provides that if the fullest extent permitted under applicable Law, commencing at Merger Agreement is terminated pursuant to the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee provisions of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyMerger Agreement which are summarized above, the “Indemnified Parties”) against Merger Agreement will become void and of no effect without liability of any party to the Merger Agreement to any of the other parties to the Merger Agreement, except that no such termination will relieve any party thereto of any liability for fraud or willful and material breach of the Merger Agreement. The Merger Agreement provides that certain provisions of the Merger Agreement, including those relating to the payment of fees and expenses, limitations on assignment, choice of governing law, venue and jurisdiction and waiver of jury trial will survive any such termination of the Merger Agreement. Termination Fee and Expenses The Merger Agreement provides that all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid incurred in connection with any Claim the Merger Agreement will be paid by the party incurring such cost or expense, except that Xxxxx will pay all filing fees and expenses associated with the HSR Act. The Merger Agreement provides that if the Merger Agreement is terminated (whether asserted prior toi) pursuant to the Board Recommendation Termination Provision, at or afterCoLucid shall promptly, the Effective Time) arising out of or pertaining to any action or omission but in their capacity as director or officer no event later than two business days after termination of the Company Merger Agreement, or any Company Subsidiary or their serving at (ii) pursuant to the request Fiduciary Termination Provision, CoLucid shall, concurrently with the termination of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Merger Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event case of any Claim, each of clauses (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject of the definition of the Board Recommendation Termination Provision, pay Xxxxx a fee by wire transfer of same-day funds of $34,000,000 (the “Termination Fee”). If the Merger Agreement is terminated pursuant to (i) the terms Offer Expiration Termination Provision, (ii) the Outside Date Termination Provision, or (iii) the Company Material Breach Provision, so long as (A) before the date of such termination, a Takeover Proposal shall have been publicly announced or otherwise become publicly known; and (B) within 12 months after the date of termination, CoLucid shall have entered into a definitive agreement with respect to any Takeover Proposal or consummated any Takeover Proposal, then CoLucid shall pay Lilly the Termination Fee on by wire transfer of same-day funds within two business days after the earlier to occur of (i) entry into a definitive agreement with respect to any Takeover Proposal or (ii) the consummation of any Takeover Proposal. For purposes of this Section 7.1paragraph, Holding, Parent and “Takeover Proposal” will have the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, meaning ascribed thereto except that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation references in such Claim. The Indemnified Party shall have the right definition to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated “20%” will be replaced by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim“50%.”

TABLE OF CONTENTS. Interests on the Company’s or any of its Subsidiaries’ ability to meet their respective obligations, including under any Financing Document, or to satisfy and make their planned capital and other expenditures or satisfy any related obligations, or (b3) To could, in the fullest extent judgment of the Board, constitute a fraudulent conveyance or transfer by the Company or a Subsidiary thereof or render the Company or a Subsidiary thereof insolvent under applicable law or violate limitations in applicable corporate law on repurchases of stock or payment of dividends or distributions. If Interests which the Company has the right or obligation to purchase on any date exceed the total amount permitted to be purchased on such date pursuant to the preceding sentence (the “Maximum Amount”), the Company shall purchase on such date only that number of Interests up to the Maximum Amount (if any) (and shall not be required or permitted to purchase more than the Maximum Amount) in such amounts and in such priorities as the Board shall in good faith determine. Notwithstanding anything to the contrary contained in this Agreement, if the Company is unable to make any payment when due to any Management Member under this Agreement by reason of this Section 12.4(c), the Company shall have the option to either (i) make such payment at the earliest practicable date permitted under applicable Lawthis Section 12.4(c) and any such payment shall accrue simple interest (or if such payment is accruing interest at such time, commencing shall continue to accrue interest) at a rate per annum of 5% from the date such payment is due and owing to the date such payment is made; provided that all payments of interest accrued hereunder shall be paid only at the Effective Time and continuing date of payment by the Company for six the Interests being purchased or (6ii) years (or pay the purchase price for such longer period provided for Interests with a subordinated note which shall accrue simple interest at a rate per annum of 5%, which is fully subordinated in any applicable statute right of limitations) payment and one (1) month thereafter, Parent or exercise of remedies to the Surviving Corporation shall, and if Parent lenders’ rights under the Financing Documents and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee maturity date of which is 30 days after the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with latest maturity date on any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer debt of the Company or any Company Subsidiary of its Subsidiaries which is outstanding (or their serving at the request reasonably expected to become outstanding) as of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within date such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it subordinated note is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimissued.

TABLE OF CONTENTS. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) To on a separate application that the fullest extent permitted under applicable Law, commencing at Partnership will furnish on request without charge. A transferor of the Effective Time and continuing for six (6) years (or Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such longer period transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by and hereby executes, the Third Amended and Restated Agreement of Limited Partnership of Star Group, L.P., as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any applicable statute Table of limitationsContents Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) and one Nationality (1check one): U.S. Citizen. Resident or Domestic Entity Non-resident Alien Foreign Corporation If the U.S. Citizen. Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estatesInternal Revenue Code of 1986, heirs, personal representatives, successors and assigns as amended (collectivelythe “Code”), the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection Partnership must withhold tax with any Claim (whether asserted prior to, at or after, the Effective Time) arising out respect to certain transfers of or pertaining to any action or omission in their capacity as director or officer property if a holder of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that an interest in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until Partnership is a foreign person. To inform the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) Partnership that no withholding is required with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party undersigned interestholder’s interest in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereofit, the giving by undersigned hereby certifies the claimant to such Indemnified Party following (or, if applicable, certifies the following on behalf of an unconditional release from all liability in respect of such claim.the interestholder). Complete Either A or B:

TABLE OF CONTENTS. (b) To The Borrower agrees that nothing in the fullest extent permitted under applicable LawLoan Documents or otherwise related to the Transactions will be deemed to create an advisory, commencing at fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shallhand, and if Parent the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns agree that (collectively, the “Indemnified Parties”i) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedthe Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, however, that in on the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shallone hand, and if Parent the Borrower and the Surviving Corporation do not promptly do soGuarantors, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to on the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defenseother hand, and (ii) subject in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the terms transactions contemplated hereby (or the exercise of this Section 7.1rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, Holdingis currently advising or will advise the Borrower, Parent and its stockholders or its affiliates on other matters) or any other obligation to the Surviving Corporation shall cooperate Borrower except the obligations expressly set forth in the defense Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any matterother Person. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify The Borrower acknowledges and agrees that the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the failure to so notify process leading thereto. The-Borrower agrees that it will not claim that any Lender has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel rendered advisory services of such Indemnified Party’s own choice to represent such person; and such counsel shallany nature or respect, or owes a fiduciary or similar duty to the extent consistent Borrower, in connection with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent such transaction or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimprocess leading thereto.

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable LawSection 18.2 If an Event of Default shall occur, commencing Landlord may, at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month time thereafter, Parent or the Surviving Corporation shallat Landlord’s option, and if Parent give written notice to Tenant stating that this Lease and the Surviving Corporation do Term shall expire and terminate on the date specified in such notice, which date shall not promptly do sobe less than three (3) days after the giving of such notice, Holding shallwhereupon this Lease and the Term and all rights of Tenant under this Lease shall automatically expire and terminate as if the date specified in the notice given pursuant to this Section 18.2 were the Fixed Expiration Date and Tenant immediately shall quit and surrender the Premises, indemnifybut Tenant shall remain liable for damages as provided herein or pursuant to law. Anything contained herein to the contrary notwithstanding, defend and hold harmless, each present and former director, officer or employee if such termination shall be stayed by order of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ feesany court having jurisdiction over any proceeding described in Section 18.1(F), judgmentsor by federal or state statute, finesthen, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, following the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect expiration of any such Claim stay, or Claims if the trustee appointed in any such proceeding, Tenant or Tenant as debtor-in-possession fails to assume Tenant’s obligations under this Lease within the period prescribed therefor by law or within one hundred twenty (120) days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall continue until the final disposition fail to provide adequate protection of any Landlord’s right, title and all such Claims. Without limiting the foregoing, interest in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing Premises or adequate assurance of the complete and pay the reasonable fees and expenses continuous future performance of counsel selected by each Indemnified PartyTenant’s obligations under this Lease, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shallLandlord, to the extent consistent with permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its professional responsibilitieselection, cooperate with Holdingto terminate this Lease on three (3) days’ notice to Tenant, Parent Tenant as debtor-in-possession or said trustee and upon the Surviving Corporation expiration of said three (3)-day period this Lease shall cease and any counsel designated by any of Holdingexpire as aforesaid and Tenant, Parent Tenant as debtor-in-possession or said trustee shall immediately quit and surrender the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, Premises as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimaforesaid.

TABLE OF CONTENTS. (bc) To the fullest extent permitted under applicable LawBorrower hereby agrees to indemnify, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereaftersave, Parent or the Surviving Corporation shalldefend, and if Parent hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer Lender Group arising out of or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out Letter of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement)Credit; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for Borrower’s account, even though this interpretation may be different from Borrower’s own, and Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the event Letter of Credit or any Claim modifications, amendments, or Claims supplements thereto. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for indemnification are made within certain costs or liabilities arising out of claims by Borrower against such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month periodUnderlying Issuer. Borrower hereby agrees to indemnify, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingsave, in the event of any Claim, (i) Parent or the Surviving Corporation shalldefend, and if Parent and hold the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the foregoing and pay Lender Group under any L/C Undertaking as a result of the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense Lender Group’s indemnification of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptnessUnderlying Issuer; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation Borrower shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation be obligated hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only indemnify for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holdingloss, Parent and the Surviving Corporation shall notcost, without the prior written consent of an Indemnified Party, settle or compromise any Claimexpense, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving liability that is caused by the claimant to such Indemnified Party gross negligence or willful misconduct of an unconditional release from all liability in respect the Issuing Lender or any other member of such claimthe Lender Group.

TABLE OF CONTENTS. The Merger Agreement contains a provision to the effect that the Company, upon gaining knowledge of any Acquisition Proposal or any request for nonpublic information in connection with any Acquisition Proposal or of any inquiry with respect to, or that would reasonably be expected to lead to, any Acquisition Proposal, shall promptly (band in any event within 24 hours) To thereafter, advise Intersil of such Acquisition Proposal, request, or inquiry, the fullest material terms and conditions of any such Acquisition Proposal or inquiry and the identity of the person making any such Acquisition Proposal or inquiry. The Company shall keep Intersil reasonably informed in all material respects of the status of any such Acquisition Proposal and shall (i) promptly (and in any event within 24 hours) notify Intersil if it has begun to furnish information to, or to participate in discussions or negotiations with, a person making any such Acquisition Proposal or inquiry and shall promptly (and in any event within 24 hours) advise Intersil of any material change in the terms of any such Acquisition Proposal or inquiry, (ii) provide to Intersil as soon as practicable after receipt or delivery thereof copies of all correspondence, documents, agreements and other written material (including any amendments, supplements or modifications thereto) sent or provided to the Company from any third party in connection with any Acquisition Proposal (provided that the Company may redact any information in such written material containing solely confidential and non-public information of such third party) and (iii) if Intersil shall make a written counterproposal, consider and cause its financial and legal advisors to consider in good faith the terms of such written counterproposal. Contemporaneously with providing written materials about the Company to a third party in connection with any such Superior Proposal or inquiry, the Company shall furnish a copy of such materials to Intersil (to the extent permitted not already previously provided). None of the Company or its subsidiaries shall enter into any confidentiality agreement with any person subsequent to the date hereof which prohibits the Company from providing such information to Intersil. The Merger Agreement further contains a provision that the Company may take and disclose a position contemplated by Rules 14e-2(a) or 14d-9 promulgated under the Exchange Act or make any disclosure to the Company’s stockholders if, in the good faith judgment of the Company’s Board of Directors (after consulting with and receiving the advice of outside legal counsel), failure to do so would violate the disclosure requirements under applicable Lawlaw. However, commencing at such disclosure will not affect the Effective Time obligations of the Company under the other provisions described above or as described below under “— The Company’s Recommendation.” As used in the Merger Agreement, an “Acquisition Proposal” means any proposal or offer, whether in one transaction or a series of related transactions, for (i) a merger, consolidation, dissolution, exchange offer, tender offer, recapitalization, share exchange or other business combination involving the Company and continuing for six its subsidiaries, pursuant to which any person or entity (6other than Intersil, the Purchaser or any of their affiliates) years or “group” (as defined in Section 13(d) of the Exchange Act) directly or for such longer period provided for in indirectly would acquire beneficial or record ownership of securities representing 15% or more of the outstanding securities of any applicable statute class of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee voting securities of any of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns its subsidiaries; (collectively, ii) the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with issuance by any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company and its subsidiaries of 15% or more of its equity securities (other than pursuant to any Company Subsidiary underwritten or their serving at broadly distributed offering), (iii) the request acquisition (including, without limitation, through any license or lease, other than commercial licenses in the ordinary course of business) in any manner, directly or indirectly, of assets that constitute or account for 15% or more of the consolidated net revenues, net income or assets of the Company and its subsidiaries, (iv) any tender offer or exchange offer in which any person or entity (other than Intersil, the Purchaser or any Company Subsidiary of their affiliates) or “group” (as directorsuch term is defined under Section 13(d) under the Exchange Act) would acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), officeror the right to acquire beneficial ownership, trusteeof 15% or more of the outstanding Shares, partner or fiduciary of another Person(v) any recapitalization, pension restructuring, liquidation, dissolution or other employee benefit plan similar type of transaction with respect to the Company and its subsidiaries in which a person or enterprise entity (other than Intersil, the Purchaser or any of their affiliates) or “group” (as defined in the Exchange Act and the rules promulgated thereunder) directly or indirectly would acquire beneficial ownership of 15% or more of the outstanding securities of any class of voting securities of any of the Company and its subsidiaries, or (vi) any transaction which is similar in form, substance or purpose to any of the foregoing transactions; in each case occurring on or before the Effective Time (including other than the transactions contemplated by this the Merger Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute Financing. Each of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and Purchaser has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain financing (the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend “Financing”) on the terms and hold harmless, each present conditions described in the Equity Commitment Letter and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns Debt Commitment Letter (collectively, the “Indemnified PartiesFinancing Commitments”) against all costs and expenses (including reasonable attorneys’ feessubject to any flex provisions applicable thereto), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining including using reasonable best efforts to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments (subject to any market flex provisions applicable thereto), which agreements shall be in effect on or prior to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, Offer Closing Date and (ii) subject satisfy, or cause their representatives to satisfy, on a timely basis, all conditions applicable to Parent, Purchaser or their respective representatives in such definitive agreements. If all conditions to the terms of this Section 7.1, HoldingFinancing Commitments have been satisfied, Parent shall use its reasonable best efforts to cause the Lenders and any other persons providing the Surviving Corporation shall cooperate in Financing to fund the defense Financing at the closing of the Merger. Parent and Purchaser have the right from time to time to amend, replace, supplement or otherwise modify, or waive any matter. If of their rights under the Financing Commitments and/or substitute other debt or equity financing for all or any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify portion of the Surviving Corporation with reasonable promptnessFinancing from the same and/or alternative financing sources; provided, howeverthat any such amendment, that failure replacement, supplement or other modification to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement waiver of any Claim against an Indemnified Party made with Parent provision of the Financing Commitments that amends the Financing and/or substitution of all or any portion of the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall Financing cannot, without the prior written consent of an Indemnified PartySteinway (such consent not to be unreasonably withheld, settle delayed or compromise conditioned), (i) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing), (ii) impose new or additional conditions or expand, amend or modify any Claim, or permit a default or consent of the conditions to the entry receipt of the Financing in a manner materially adverse to Parent, Purchaser or Steinway or (iii) otherwise be reasonably likely to (a) prevent or materially delay or impair the ability of Parent to consummate the Transactions or (b) adversely impact the ability of Parent or Purchaser to enforce its rights against the other parties to the Financing Commitments. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Financing Commitments and such portion is required to consummate the Transactions, (i) Parent shall promptly notify Steinway and (ii) Parent and Purchaser shall use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative financial institutions in an amount sufficient to consummate the Transactions upon conditions not materially less favorable (as determined in the good faith judgment of Xxxxxx), taken as a whole, to Parent, Purchaser and Steinway than those in the Financing Commitments, as promptly as practicable following the occurrence of such event (and in any event no later than the date of the closing of the Merger). Steinway shall and shall cause its subsidiaries to, at Parent’s sole expense, use reasonable best efforts to provide all cooperation in connection with the arrangement of the Financing as may be reasonably requested by Xxxxxx. Such cooperation by Steinway shall include, at the reasonable request of Parent, (i) agreeing to enter into such agreements, and to use its reasonable best efforts to deliver such officer’s certificates (including a solvency certificate of the chief financial officer of Steinway in the form contemplated by the Financing Commitments), as are customary in financings of such type and as are, in the good faith determination of the persons executing such officer’s certificates, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, Steinway’s assets pursuant to such agreements as may be reasonably requested, provided that no obligation of Steinway under any such agreement, pledge or grant shall be effective until the Effective Time, (ii) providing to the Lenders financial and other information in Steinway’s possession, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in private placements under Rule 144A of the Securities Act, to consummate the offerings of any judgment debt securities contemplated by the Commitment Letters, (iii) making Steinway’s officers available to assist the Lenders (including by participating in respect thereofa reasonable number of meetings, unless presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and reasonably cooperating with the marketing efforts of Parent and Purchaser and such settlementlenders), compromise (iv) assisting with the preparation of materials for rating agency presentations, offering documents, syndication documents (including bank information memoranda, private placement memoranda, prospectuses and lender and investor presentations), business projections and similar documents required in connection with the Financing and other documents Table of Contents required in connection with obtaining the Debt Financing, (v) obtaining legal opinions and issuing customary representation letters to auditors and using reasonable best efforts to (a) obtain accountants’ comfort letters and consents to the use of accountants’ reports relating to Steinway, (b) assist the Parent and Purchaser in obtaining corporate, credit and facility ratings from rating agencies for the Debt Financing and (c) assist Parent and Purchaser in obtaining other documentation and items contemplated by the Debt Commitment Letter or consent includesany definitive document relating to the Debt Financing as reasonably requested by Parent or Purchaser, (vi) furnishing all documentation and other information required by governmental authorities under applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, but in each case, solely as an unconditional term thereofrelating to Steinway and its subsidiaries and to the extent requested in writing by any Lender no less than five business days prior to the Effective Time, (vii) arranging for documentation reasonably facilitating the pledging of collateral (including requesting customary payoff letters, releases, lien terminations, waivers, consents, estoppels, approvals as may be required in connection therewith and instruments of discharge) to be delivered at or prior to closing of the Merger relating to all indebtedness to be paid off, discharged and terminated on the closing of the Merger, (viii) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to Steinway by Steinway and its subsidiaries, (ix) cooperating reasonably with the Lenders’ due diligence, to the extent customary and reasonable and (x) otherwise reasonably cooperating in connection with the consummation of the Financing. Notwithstanding anything in the Merger Agreement to the contrary, neither Steinway nor any of its subsidiaries shall be required to pay any commitment or other similar fee or enter into any definitive agreement or incur any other liability or obligation in connection with the Financing (or any alternative financing) prior to the Effective Time. For purposes of this Offer to Purchase, the giving by lenders and other financing sources (including underwriters, placement agents and initial purchasers) providing the claimant Debt Financing pursuant to such Indemnified Party of an unconditional release from all liability in respect of such claimthe Merger Agreement are referred to collectively as the “Lenders.”

TABLE OF CONTENTS. comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (b2) To during the fullest extent permitted under applicable Law, commencing at continuance of any default by the Effective Time and continuing for six (6) years Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such longer period provided Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for in the payment of the principal of or any applicable statute premium or interest on any Security of limitationsany series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and one (1) month the Holder of such Security shall thereafter, Parent or as an unsecured general creditor, look only to the Surviving Corporation shallCompany for payment thereof, and if Parent all liability of the Trustee or such Paying Agent with respect to such trust money, and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee all liability of the Company and each Company Subsidiary and their respective estatesas trustee thereof, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement)shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the event English language, customarily published on each Business Day and of general circulation in New York City, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any Claim or Claims for indemnification are made within unclaimed balance of such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect money then remaining will be repaid to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimCompany.

TABLE OF CONTENTS. We may elect to provide a subsequent offering period for the Offer. A subsequent offering period, if one is provided, will be an additional period of time beginning after we have purchased Shares tendered during the Offer, during which stockholders may tender, but not withdraw, their Shares and receive the Offer consideration. We do not currently intend to include a subsequent offering period, although we reserve the right to do so. See “The Offer—Section 1—Terms of the Offer”. What are the most significant conditions to the Offer? The consummation of the Offer is conditioned upon, among other things: • there being validly tendered and not withdrawn before the expiration of the Offer a number of Shares which, together with the Shares then owned by the Purchaser and its subsidiaries, represents at least a majority of all then outstanding Shares on a fully diluted basis (bthe “Minimum Tender Condition”); • any required approval, permit, authorization or consent of, or notice to, any governmental authority, agency or self-regulatory organization under the laws of any U.S. or foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have been obtained or made on terms satisfactory to BGC and the Purchaser, and any necessary approvals or waiting periods under the competition laws of any foreign jurisdictions applicable to the purchase of Shares pursuant to the Offer shall have expired or been terminated or obtained, as applicable, as described herein (the “Regulatory Condition”); • the Purchaser being satisfied, in its sole discretion, that nominees of BGC will constitute at least two-thirds of the members of the board of directors of GFI and all of the members of the controlling body of each subsidiary of GFI immediately after the consummation of the Offer (the “Board Condition”); and • the Purchaser being provided adequate information from GFI so that the Purchaser is satisfied, in its sole discretion, that GFI is not a party to any agreement or transaction (other than the CME Transaction) To having the fullest extent permitted under applicable Laweffect of impairing, commencing at in the Effective Time and continuing reasonable judgment of the Purchaser, the Purchaser’s or BGC’s ability to acquire the Shares or GFI or otherwise diminishing the expected value to BGC of the acquisition of GFI (the “Impairment Condition”). The Offer is also subject to certain other conditions contained in this Offer to Purchase. See “The Offer—Section 14—Conditions of the Offer” for six (6) years (or for such longer period provided for in any applicable statute a list of limitations) and one additional conditions to the Offer. The consummation of the Offer is not conditioned on (1) month thereafter, Parent BGC or the Surviving Corporation shallPurchaser obtaining financing, (2) the termination of the CME Merger Agreement or the Support Agreement or (3) the tender of the Shares subject to the Support Agreement. Do you intend to undertake a proxy solicitation to replace some or all of GFI’s directors with your nominees for directors at GFI’s 2015 annual stockholders meeting? If the GFI Board has not taken all actions within its power to cause the conditions contained in this Offer to Purchase to be satisfied, we may determine to nominate, and if Parent solicit proxies for the election of a slate of nominees (each, a Nominee and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified PartiesNominees”) against all costs and expenses for election at GFI’s 2015 annual stockholders meeting (including reasonable attorneys’ feesany such solicitation, a “Proxy Solicitation”), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid . Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with any Claim (whether asserted prior toProxy Solicitation or otherwise. If we decide to nominate, at or afterand submit for the election of, a slate of nominees, any such solicitation will be made only pursuant to separate proxy solicitation materials complying with the requirements of the rules and regulations of the SEC. Table of Contents How will I be notified if the Offer is extended? If we decide to extend the Offer, we will inform American Stock Transfer & Trust Company, LLC, the Effective Time) arising out Depositary for the Offer, of or pertaining to any action or omission in their capacity as director or officer that fact and will make a public announcement of the Company or any Company Subsidiary or their serving at extension no later than 9:00 a.m., New York City time, on the request next business day after the date the Offer was scheduled to expire. See “The Offer—Section 1—Terms of the Company Offer”. How do I tender my Shares? To tender Shares, you must deliver the certificates representing your Shares, together with a completed Letter of Transmittal and any other required documents, to the Depositary for the Offer, or any Company Subsidiary as directortender such Shares pursuant to the procedure for book-entry transfer set forth in “The Offer—Section 3—Procedure for Tendering Shares Book-Entry Transfer”, officernot later than the time the Offer expires. If your Shares are held in street name by your broker, trusteedealer, partner or fiduciary of another Personbank, pension trust company or other employee benefit plan or enterprise in each case occurring on or nominee, such nominee can tender your Shares through The Depository Trust Company. If you cannot deliver everything required to make a valid tender to the depositary before the Effective Time expiration of the Offer, you may have a limited amount of additional time by having a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the transactions contemplated Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP), guarantee, pursuant to a Notice of Guaranteed Delivery, that the missing items will be received by this Agreement); providedthe depositary within three New York Stock Exchange (“NYSE”) trading days. However, the Depositary must receive the missing items within that three-trading-day period. See “The Offer—Section 3—Procedure for Tendering Shares Guaranteed Delivery”. Until what time can I withdraw tendered Shares? You can withdraw tendered Shares at any time until the Offer has expired, and, if we have not agreed to accept your Shares for payment by December 22, 2014, you can withdraw them at any time after such time until we accept such Shares for payment. You may not, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month withdraw Shares tendered during a subsequent offering period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claimsif one is provided. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this See “The Offer—Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim4—Withdrawal Rights”.

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedThe foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute terms thereof) of limitations) and one-month period, all rights to indemnification in respect the Securities of any series shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of such Claim or Claims shall continue until series and the final disposition principal of any and all Securities of such Claims. Without limiting the foregoingseries which shall have become due otherwise than by acceleration (with interest upon such principal and, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the failure same rate as the rate of interest or Yield to so notify has prejudiced Maturity (in the Surviving Corporation case of Original Issue Discount Securities) specified in the Securities of such Claim. The Indemnified Party series to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Trustee except as a result of willful misconduct, negligence or bad faith, and if any and all Events of Default with respect to such series, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein — then and in every such case the right to retain counsel holders of a majority in aggregate principal amount of all the Securities of such Indemnified Party’s own choice to represent such person; and such counsel shallseries then Outstanding, by written notice to the extent consistent Company and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its professional responsibilitiesconsequences, cooperate with Holdingbut no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon. For all purposes under this Indenture, Parent and if a portion of the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement principal of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent Original Issue Discount Securities shall have been accelerated and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent declared due and payable pursuant to the entry of any judgment in respect thereofprovisions hereof, then, from and after such declaration, unless such settlement, compromise or consent includes, as an unconditional term thereofdeclaration has been rescinded and annulled, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect principal amount of such claimOriginal Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent Lenders or the Surviving Corporation shallRequired Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and if Parent shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer beneficiary or employee transferee at law or under any other agreement. None of the Company and each Company Subsidiary and L/C Issuer, the Administrative Agent, any of their respective estatesRelated Parties nor any correspondent, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at participant or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer assignee of the Company L/C Issuer shall be liable or responsible for any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary matters described in clauses (i) through (v) of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this AgreementSection 2.03(e); provided, however, that anything in such clauses to the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and one-month periodthe L/C Issuer may be liable to the Borrower, all rights to indemnification in respect the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of such Claim or Claims shall continue until the final disposition Letter of any Credit. In furtherance and all such Claims. Without limiting not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in the event order, without responsibility for further investigation, regardless of any Claimnotice or information to the contrary, (i) Parent and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the Surviving Corporation shallrights or benefits thereunder or proceeds thereof, and if Parent and the Surviving Corporation do not promptly do soin whole or in part, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect which may prove to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced be invalid or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only ineffective for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimreason.

TABLE OF CONTENTS. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (b) To who may be counsel for the fullest extent permitted under applicable LawBorrower), commencing at independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the Effective Time advice of any such counsel, accountants or experts. The Administrative Agent may perform any and continuing for six (6) years (all its duties and exercise its rights and powers by or for through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such longer period sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any applicable statute time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of limitations) its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and one (1) month thereafterbecome vested with all the rights, Parent or powers, privileges and duties of the Surviving Corporation shallretiring Administrative Agent, and if Parent the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Surviving Corporation do not promptly do soBorrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, Holding shallthe provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary its sub-agents and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification Related Parties in respect of any such Claim actions taken or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect omitted to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated be taken by any of Holdingthem while it was acting as Administrative Agent. Each Lender acknowledges that it has, Parent independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Surviving CorporationAdministrative Agent or any other Lender and based on such documents and informa­tion as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. Holding, Parent and the Surviving Corporation shall be liable only for any settlement Table of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.Contents

TABLE OF CONTENTS. (b) To Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase, none of Purchaser, Parent, Merck or, to the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute best knowledge of limitations) and one (1) month thereafterPurchaser, Parent and Merck, the persons listed in Schedule I hereto or the Surviving Corporation shallany associate or other majority-owned subsidiary of Purchaser, and if Parent and the Surviving Corporation do not promptly do soParent, Holding shall, indemnify, defend and hold harmless, each present and former director, officer Merck or employee of any of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, persons so listed (i) Parent beneficially owns or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall has a right to acquire any Shares or any other equity securities of ArQule; (xii) periodically advance reasonable fees and expenses (including attorneys fees) has effected any transaction with respect to the foregoing Shares or any other equity securities of ArQule during the past 60 days. Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase, none of Purchaser, Parent, Merck or, to the best knowledge of Purchaser, Parent or Merck, the persons listed in Schedule I hereto has any contract, arrangement, understanding or relationship with any other person with respect to any securities of ArQule (including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations). During the two years before the date of this Offer to Purchase, there have been (i) no transactions between any of Purchaser, Parent, Merck, their subsidiaries or, to the best knowledge of Purchaser, Parent and pay Merck, any of the reasonable fees and expenses of counsel selected by each Indemnified Partypersons listed in Schedule I to this Offer to Purchase, promptly after statements therefor are received, provided that on the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationone hand, and (y) vigorously assist each Indemnified Party in such defenseArQule or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (ii) subject no negotiations, transactions or material contacts between Purchaser, Parent, Merck, their subsidiaries or, to the terms best knowledge of this Section 7.1, HoldingPurchaser, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnificationMerck, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holdingthe persons listed in Schedule I to this Offer to Purchase, Parent on the one hand, and ArQule or any of its affiliates, on the Surviving Corporation. Holdingother hand, Parent and the Surviving Corporation shall be liable only for any settlement concerning a merger, consolidation or acquisition, a tender offer or other acquisition of any Claim against securities, an Indemnified Party made with Parent election of directors or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent a sale or other transfer of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry material amount of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimassets.

TABLE OF CONTENTS. LabCorp and the Purchaser expressly reserve the right to increase the offer price, waive any offer condition and make any other changes in the terms and conditions of the offer, except that without Monogram’s prior written consent the 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 conditions and requirements described in Section 14—“Conditions of the Offer;” • amend or modify any of the offer conditions described in Section 14—“Conditions of the Offer” in a manner that adversely affects, or reasonably could adversely affect, the holders of Shares; • change or waive the Minimum Condition, or • extend or otherwise change the Expiration Date of the offer in a manner other than as required or permitted by the merger agreement. Unless extended pursuant to the merger agreement, the offer will expire at midnight (bNew York City time) To 20 business days following commencement of the fullest extent offer (the “Initial Expiration Date”) or, if extended in accordance with the merger agreement, the date the offer is extended (the “Expiration Date”). The merger agreement provides for the extension of the offer by the Purchaser in the following circumstances: • if, on or prior to any scheduled Expiration Date, any of the offer conditions have not been satisfied or waived by LabCorp or the Purchaser (if permitted under applicable Lawby the merger agreement), commencing then the Purchaser may, or must at Monogram’s request, extend the Effective Time and continuing offer for six (6) years one or more successive periods of 10 business days each (or such other number of business days as may be jointly determined by the Purchaser and Monogram) in order to permit the satisfaction of such conditions (subject to the right of the Purchaser to waive any condition other than the Minimum Condition under the merger agreement). However, the Purchaser is not required to extend the offer beyond the earlier of the date that the merger agreement terminates in accordance with its terms and the date that is 90 days after commencement of the Offer (the “Initial Outside Date”) or the date that is 120 days after commencement of the offer if the HSR Condition or the Banking Moratorium Condition has not been satisfied or waived by LabCorp or the Purchaser (if permitted by the merger agreement) by the Initial Outside Date (the “Extended Outside Date”); and • the Purchaser must extend the offer for such longer any period provided required by applicable laws, rules or regulations of the SEC or NASDAQ. If fewer than 90% of the outstanding Shares are accepted for in any applicable statute payment pursuant to the offer or are acquired through the offer and exercise of limitations) the top-up option so as to permit the Purchaser to complete the Short-Form Merger, then the Purchaser may provide for one subsequent offering period (and one (1or more extensions thereof) month thereafterand, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee more than 80% of the Company outstanding Shares have been validly tendered and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelynot properly withdrawn pursuant the offer following the Expiration Date, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees)Purchaser, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as directorMonogram, officer, trustee, partner or fiduciary must provide a subsequent offering period of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claimsat least 10 business days. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party The Purchaser is not entitled required to indemnificationprovide a subsequent offering period if the Purchaser has exercised the top-up option under the merger agreement or LabCorp, the Purchaser and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject their respective subsidiaries own more than 90% of the outstanding Shares. See the below section titled “—Top-Up Option.” The Purchaser has agreed that it will not terminate the offer prior to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, scheduled Expiration Date without the prior written consent of an Indemnified PartyMonogram except if the merger agreement is terminated pursuant to its terms. If the merger agreement is terminated pursuant to its terms, settle or compromise then the Purchaser is required to promptly, and in any Claimevent within 24 hours, or permit a default or consent irrevocably and unconditionally terminate the offer and not acquire any Shares pursuant to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimoffer.

TABLE OF CONTENTS. (b) To The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the fullest Company or the Trustee or any of their affiliates. The Certificates are limited in right or payment, all as more specifically set forth on the face hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent permitted under applicable Lawthat the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, commencing by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute principal office of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shallTrustee, and at such other places, if Parent any, designated by the Trustee, by any Certificateholder upon request. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend modification of the rights and hold harmless, each present and former director, officer or employee obligations of the Company and each the rights of the Certificateholders under the Agreement at any time by the Company Subsidiary and their respective estatesthe Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, heirsin certain limited circumstances, personal representatives, successors without the consent of the Certificateholders of any of the Certificates. As provided in the Agreement and assigns (collectivelysubject to certain limitations therein set forth, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid transfer of this Certificate is registrable in connection with any Claim (whether asserted prior to, the Register upon surrender of this Certificate for registration of transfer at the offices or after, agencies maintained by the Effective Time) arising out of or pertaining to any action or omission Trustee in their its capacity as director Registrar, or officer of the Company or by any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingsuccessor Registrar, in the event Borough of any ClaimManhattan, (i) Parent the City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Surviving Corporation shallTrustee and the Registrar duly executed by the Certificateholder hereof or such Certificateholder's attorney duly authorized in writing, and if Parent thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice. Under certain circumstances set forth in Section 11.01 of the Agreement, all of the Trustee's right, title and interest to the Trust Property may be assigned, transferred and delivered to the Related Trustee of the Related Trust pursuant to the Assignment and Assumption Agreement. Upon the effectiveness of such Assignment and Assumption Agreement (the ‘‘Transfer’’), the Trust shall be terminated, the Certificateholders shall receive beneficial interests in the Related Trust in exchange for their interests in the Trust equal to their respective beneficial interests in the Trust, the Certificates representing Fractional Undivided Interests in the Trust shall be deemed for all purposes of the Agreement and the Surviving Corporation do not promptly do soRelated Pass Through Trust Agreement to be certificates representing the same fractional undivided interests in the Related Trust and its trust property. Each Certificateholder, Holding shall (x) periodically advance reasonable fees by its acceptance of this Certificate or a beneficial interest herein, agrees to be bound by the Assignment and expenses (including attorneys fees) with respect to the foregoing Assumption Agreement and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1the Related Pass Through Trust Agreement as a certificateholder thereunder. From and after the Transfer, Holdingunless and to the extent the context otherwise requires, Parent references herein to the Trust, the Agreement and the Surviving Corporation Trustee shall cooperate constitute references to the Related Trust, the Related Pass Through Trust Agreement and trustee of the Related Trust, respectively. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples of $1,000 in excess thereof except that one Certificate may be in a different denomination. As provided in the defense Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any mattersuch registration of transfer or exchange, but the Trustee shall require payment by the Holder of a sum sufficient to cover any tax or governmental charge payable in connection therewith. If The Trustee, the Registrar, and any Claim agent of the Trustee or the Registrar may treat the person in whose name this Certificate is commenced registered as to which an Indemnified Party desires to receive indemnificationthe owner hereof for all purposes, and neither the Trustee, the Registrar, nor any such Indemnified Party agent shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt be affected by any notice to the Surviving Corporation contrary. The obligations and responsibilities created by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property. UNTIL THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, FROM AND AFTER THE TRANSFER, THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not affect be entitled to any benefit under the indemnification obligations of Holding, Parent Agreement or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only valid for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimpurpose.

TABLE OF CONTENTS. (bi) To initiate, solicit and encourage any inquiry or the fullest extent permitted under applicable Lawmaking of any proposal or offer from any Person that constitutes, commencing at or could reasonably be expected to lead to, an Acquisition Proposal and to otherwise facilitate any effort or attempt by any Person to make an Acquisition Proposal, including by way of (A) releasing, waiving, modifying and not enforcing existing standstill provisions in order to make Acquisition Proposals to the Effective Time and continuing for six (6) years (or for such longer period provided for Company Board in any applicable statute accordance with the terms hereof until the later of limitations) and one (1) month thereafterthe Go-Shop Period End Date and the earlier of the date on which such Person ceases to be an Excluded Person and the Cut-Off Date and (B) providing access to non-public information to such Person and its Representatives, Parent or the Surviving Corporation shallAffiliates, and if prospective equity and debt financing sources, so long as such Person has executed a confidentiality agreement with customary terms, taken as a whole, that are not materially less restrictive to such Person than those contained in the Confidentiality Agreement (as defined in Section 9.8) (it being understood that such confidentiality agreement need not contain a standstill provision that covers, or otherwise prohibit the making, or amendment, of an Acquisition Proposal during, the period described in clause (A) above or, to the extent so determined by the Company in accordance with Section 6.2(j), any period thereafter (any such confidentiality agreement, an “Acceptable Confidentiality Agreement”)); provided, that the Company shall substantially concurrently (and in any event within twenty-four (24) hours thereafter) make available to Parent and Merger Sub any non-public information concerning the Surviving Corporation do not promptly do sobusiness, Holding shalloperations, indemnify, defend and hold harmless, each present and former director, officer performance or employee condition of the Company or its Subsidiaries that the Company provides to any such Person that was not previously made available to Parent or Merger Sub; provided, further, that the Company and each Company Subsidiary and their respective estatesits Subsidiaries shall not pay, heirsagree to pay or cause to be paid, personal representativesor reimburse, successors and assigns (collectivelyagree to reimburse or cause to be reimbursed, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid of any such Person in connection with any Claim (whether asserted prior toAcquisition Proposal, at or after, the Effective Time) arising out of or pertaining to other than in connection with any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) Alternative Acquisition Agreement with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party a Superior Proposal resulting in such defense, and (ii) subject to the terms a valid termination of this Agreement pursuant to Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.8.3(b);

TABLE OF CONTENTS. (bIf the Offer is completed, will Nanosphere continue as a public company? No. As soon as practicable following consummation of the Offer and satisfaction or waiver of the conditions to the Merger and without a stockholder vote to adopt the Merger Agreement or effect the Merger in accordance with Section 251(h) To of the fullest extent permitted under applicable LawDGCL, commencing at we expect to complete the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafterMerger, Parent or after which the Surviving Corporation shall, and if Parent will be a wholly-owned subsidiary of Luminex and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee Shares will no longer be publicly traded. See Section 7 — “Certain Effects of the Company Offer and each Company Subsidiary and their respective estatesthe Merger.” If I decide not to tender, heirs, personal representatives, successors and assigns (collectively, how will the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining Offer affect my Shares? If you decide not to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that tender your Shares in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent Offer and the Surviving Corporation do not promptly do soMerger occurs as described above, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall you will have the right to retain counsel receive the same amount of such Indemnified Party’s own choice cash per Share as if you had tendered your Shares in the Offer. If we purchase Shares in the Offer, we are obligated under the Merger Agreement, but subject to represent such person; and such counsel shallthe satisfaction or waiver of the conditions therein, to cause the extent consistent proposed Merger to occur. See Section 7 — “Certain Effects of the Offer and the Merger.” Will the Offer be followed by the Merger if all Shares are not tendered in the Offer? If we consummate the Offer, and accordingly acquire that number of Shares that, excluding Shares then owned by Nanosphere or any direct or indirect wholly-owned subsidiary of Nanosphere and any Shares tendered in the Offer pursuant to guaranteed delivery procedures, equals one Share more than one half of all Shares then outstanding, then, in accordance with its professional responsibilitiesthe terms of the Merger Agreement, cooperate but subject to the satisfaction or waiver of certain conditions and without a stockholder vote to adopt the Merger Agreement or effect the Merger in accordance with HoldingSection 251(h) of the DGCL, Parent we will be merged with and into Nanosphere and Nanosphere will be the Surviving Corporation and any counsel designated by any a wholly-owned subsidiary of HoldingLuminex. Pursuant to the Merger Agreement, Parent or if the Surviving CorporationMinimum Condition is not satisfied, we are not required (nor are we permitted without Nanosphere’s consent) to accept Shares for purchase in the Offer, and we will not effect the Merger. HoldingUnder the applicable provisions of the Merger Agreement, Parent the Offer and the Surviving Corporation shall DGCL, Nanosphere stockholders (i) will not be liable only required to vote on the Merger, (ii) will be entitled to appraisal rights under (and subject to) the DGCL in connection with the Merger with respect to any Shares not tendered in the Offer and (iii) will, if they do not properly exercise appraisal rights under Delaware law, have the right to receive the same cash consideration for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall nottheir Shares, without interest thereon and subject to any required withholding taxes, as was payable in the prior written consent Offer (the “Merger Consideration”). See Section 11 — “Purpose of an Indemnified Party, settle or compromise any Claim, or permit the Offer and Plans for Nanosphere; Merger Agreement and Other Agreements.” What was the market value of my Shares as of a default or consent recent date? The Offer Price of $1.70 per Share represents a premium of approximately 118% to the entry closing price per Share on May 13, 2016 of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof$0.78, the giving by last trading day prior to the claimant public announcement of the Merger Agreement. See Section 6 — “Price Range of Shares; Dividends.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to such Indemnified Party you in connection with the Offer. However, stockholders who do not tender their Shares in the Offer and continue to own their Shares at the time of an unconditional release from all liability in respect of such claim.the Merger and fulfill certain

TABLE OF CONTENTS. (b) To Neither the fullest extent permitted under applicable LawCompany Board nor any committee thereof shall (i) (A) withdraw or modify in a manner adverse to Parent, commencing at Holdings or Merger Sub, or propose publicly to withdraw or modify in a manner adverse to Parent, Holdings or Merger Sub, the Effective Time and continuing for six (6) years (approval or for recommendation by the Company Board or any such longer period provided for in any applicable statute committee of limitations) and one (1) month thereafterthis Agreement, Parent the Offer, the Merger or the Surviving Corporation shallother Transactions or (B) approve or recommend, and if Parent and or propose publicly to approve or recommend, any Company Takeover Proposal or resolve or agree to take any such action (any action described in this clause (i) being referred to herein as an “Adverse Recommendation Change”) or (ii) approve any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, option agreement, merger agreement, joint venture agreement, partnership agreement or other agreement relating to any Company Takeover Proposal (other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.03(a)), or resolve, agree or publicly propose to take any such action. Notwithstanding the Surviving Corporation do not promptly do soforegoing, Holding shallif, indemnifyprior to the Offer Closing Date, defend and hold harmless, each present and former director, officer or employee of the Company and each Board receives a Superior Company Subsidiary and their respective estatesProposal or there occurs an Intervening Event and, heirsin either case, personal representatives, successors and assigns (collectivelyas a result thereof, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees)Company Board determines, judgmentsin good faith, finesbased on the advice of outside counsel, lossesthat it is necessary to do so in order to comply with their fiduciary obligations, claimsthe Company Board may make an Adverse Recommendation Change and, damagesin the case of a Superior Company Proposal, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior totherewith, at approve or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the recommend such Superior Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement)Proposal; provided, however, that the Company Board may not make an Adverse Recommendation Change unless (i) the Company has provided written notice to Parent that the Company Board intends to effect an Adverse Recommendation Change (a “Notice of Recommendation Change”), which notice shall specify the reasons therefor, (x) in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute case of limitations) a Superior Company Proposal, include the material terms and one-month period, all rights to indemnification in respect conditions of any such Claim or Claims shall continue until Superior Company Proposal and attach a copy of the final disposition most current draft of any written agreement relating thereto and all (y) in the case of an Intervening Event, include a description in reasonable detail of such ClaimsIntervening Event, (ii) the Company has negotiated in good faith (including by complying with its obligations under the following sentence) with Parent with respect to any changes to the terms of this Agreement proposed by Parent for at least five business days following receipt by Parent of such Notice of Recommendation Change and (iii) taking into account any changes to the terms of this Agreement proposed by Parent to the Company, the Company Board has determined that any such Superior Company Proposal remains a Superior Company Proposal or that effecting an Adverse Recommendation Change as a result of such Intervening Event remains necessary in order for the Company Board to comply with their fiduciary obligations. Without limiting The Company shall keep confidential any proposals made by Parent to revise the foregoingterms of this Agreement, other than in the event of any Claim, (i) Parent or the Surviving Corporation shall, amendment to this Agreement and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that required to be disclosed in any filing with the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimSEC.

TABLE OF CONTENTS. During the term of the Support Agreements, except as otherwise provided therein, none of the Specified Stockholders will: • transfer, assign, sell, gift-over, pledge or otherwise dispose (bwhether by sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) To of, or consent to any of the fullest extent permitted under applicable Lawforegoing, commencing at any or all of such Specified Stockholder’s Shares to purchase Shares or any right or interest therein, except with IDEX’s or the Effective Time and continuing for six (6) years (Purchaser’s consent, provided that as a condition to such transfer, the transferee agrees that the Shares remains subject to the terms of such Specified Stockholder’s Support Agreement; • enter into any contract, option or for other agreement, arrangement or understanding with respect to any such longer period provided for transfer; • grant any proxy, power-of-attorney or other authorization or consent with respect to any of such Specified Stockholder’s Shares; • deposit any of such Specified Stockholder’s Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of such Shares; or • take any other action that would in any applicable statute way restrict, limit or interfere with the performance of limitations) and one (1) month thereafter, Parent such Specified Stockholder’s obligations under his or her Support Agreement or the Surviving Corporation shalltransactions contemplated thereby. Additionally, and if Parent each of the Specified Stockholders has agreed to notify IDEX and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer Purchaser immediately if such Specified Stockholder receives any proposals or employee a request is made of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid such Specified Stockholder for any information or to enter into or continue negotiations or discussions with such stockholder in connection with any Claim (whether asserted prior Acquisition Proposal. Such notice shall include, the name of the third party making such information request or Acquisition Proposal and the material terms and conditions of such Acquisition Proposal or information request. Pursuant to the Support Agreements, each of the Specified Stockholders agrees to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any third parties with respect to any Acquisition Proposal and to keep IDEX and the Purchaser fully informed of the status and terms of any Acquisition Proposal. During the term of the Support Agreements, each of the Specified Stockholders agrees not to: • initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal; • enter into any agreement with respect to any Acquisition Proposal; or • in the event of an unsolicited Acquisition Proposal, engage in negotiations or discussions with, or provide any information or data to, at any third party (other than IDEX or afterany of its affiliates or representatives) relating to any Acquisition Proposal. Notwithstanding the no solicitation provisions described above, the Support Agreements do not limit the rights of any of the Specified Stockholders who is an officer or director of Microfluidics from, acting solely in his or her capacity as an officer or director, fulfilling the obligations of such office or performing any obligations required by fiduciary duties. The Support Agreements, and all rights and obligations of IDEX, the Purchaser and the Specified Stockholders, will terminate on the earlier of: (i) the date on which the Merger Agreement is terminated in accordance with its terms; (ii) the Effective Time; and (iii) arising out the delivery of or pertaining written notice of termination by the Specified Stockholders to IDEX, following any action or omission in their capacity as director or officer amendment to the Merger Agreement that is materially adverse to the Specified Stockholders and effected without the prior written consent of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement)Specified Stockholders; provided, however, that in certain circumstances where the event any Claim Merger Agreement is terminated and at such time an Acquisition Proposal has been publicly announced or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month periodotherwise communicated to Microfluidics, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, certain provisions contained in the event Support Agreements will remain in effect for six months following the termination of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matterMerger Agreement. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.52

TABLE OF CONTENTS. The Notice of Guaranteed Delivery may be transmitted by manually signed facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (bi) To certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the fullest extent permitted under applicable LawDepositary’s account at DTC pursuant to the procedures set forth in this Section 3, commencing at (ii) the Effective Time and continuing for six (6) years Letter of Transmittal (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ feesa manually signed facsimile thereof), judgmentsproperly completed and duly executed, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim required signature guarantees and (whether asserted prior to, at or after, iii) any other documents required by the Effective Time) arising out Letter of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingTransmittal or, in the event case of any Claima book-entry transfer, (i) Parent an Agent’s Message in lieu of the Letter of Transmittal and such other documents. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or the Surviving Corporation shallBook-Entry Confirmations and Agent’s Message, and if Parent and the Surviving Corporation do not promptly do soin each case, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to Shares are actually received by the foregoing Depositary. THE METHOD OF DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF SHALL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARES (OR SHARE CERTIFICATES), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined warranty that such Indemnified Party is not entitled stockholder has the full power and authority to indemnificationtender and assign the Shares tendered, as specified in the Letter of Transmittal. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and (y) vigorously assist each Indemnified Party in such defense, us upon the terms and (ii) subject to the terms conditions of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimOffer.

TABLE OF CONTENTS. Carbon Black’s Financing The Merger Agreement provides that, prior to the Closing Date, upon Parent’s request, Carbon Black shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to, prior to or at, and conditioned upon, the occurrence of the closing of the Merger, deliver all notices and take all other actions required to, at Parent’s option: (a) facilitate the termination of the commitments under the Credit Agreement (as the same may be amended, modified, supplemented, restated or amended and restated from time to time and in effect immediately prior to the closing of the Merger, the “Subject Indebtedness”) and repay or satisfy in full all obligations then outstanding in accordance with the terms of, and, in connection therewith, deliver to Parent, customary payoff letters reflecting such terminations and repayments (each a “Payoff Letter”), and, upon the occurrence of the payoff in accordance with the terms of each such Payoff Letter, deliver all notices and take all other actions required to release all of the Liens in connection therewith, or (b) To obtain the fullest extent permitted under applicable Lawwaiver or consent of the parties to the Subject Indebtedness necessary to authorize the waiver or consent to the Merger Transactions in respect of the Subject Indebtedness (the “Lender Consent”), commencing at such Lender Consent to be in a form reasonably satisfactory to Parent. Efforts to Close the Effective Time Transaction In the Merger Agreement, each of Carbon Black, Purchaser and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shallhas agreed to, and if Parent has agreed to cause its affiliates to, use its commercially reasonable efforts to take, or cause to be taken, all actions necessary, proper or advisable in accordance with applicable law to ensure the Offer Conditions and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend conditions to complete the Merger are satisfied and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including consummate the transactions contemplated by this Agreement); providedthe Merger Agreement as promptly as reasonably practicable, howeverincluding using reasonable best efforts to: • obtain any consents, that in the event any Claim approvals, registrations, waivers, permits, orders or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shallother authorizations from, and if Parent make any filings and notifications with, any court, governmental authority, self-regulatory organization or other third party necessary, proper or advisable under applicable Law to consummate the Surviving Corporation do not promptly do sotransactions contemplated by the Merger Agreement; • make any submissions necessary, Holding shall proper or advisable in connection with the transactions contemplated by the Merger Agreement under the Securities Act of 1933, as amended (x) periodically advance reasonable fees the “Securities Act”), the Exchange Act, the HSR Act, the DGCL, the Nasdaq and expenses (including attorneys fees) NYSE rules and regulations and any other applicable laws, rules or regulations; and • take or cause to be taken all other actions necessary, proper or advisable consistent with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in Merger Agreement to cause the defense expiration of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claimapplicable waiting periods, or permit a default receipt of required consents, approvals or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includesauthorizations, as an unconditional term thereofapplicable, the giving by the claimant to under such Indemnified Party of an unconditional release from all liability in respect of such claimlaws, rules and regulations.

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(bthe case may be) To on the fullest extent permitted under applicable LawCompany’s share register or, commencing at if the Effective Time and continuing for six (6) years (Transfer Agent is participating in FAST, to credit the balance account of such Buyer or such Buyer’s designee with DTC for such longer number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Share Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to such Buyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading price of the Common Stock selected by such Buyer in writing as in effect at any time during the period provided for in any beginning on the date of the delivery by such Buyer to the Company of the applicable statute of limitationsConversion Shares or Warrant Shares (as the case may be) and one ending on the applicable Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (1I) month thereafterif the Transfer Agent is not participating in FAST, Parent the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer or such Buyer’s designee with DTC for the Surviving Corporation shallnumber of shares of Common Stock to which such Buyer submitted for legend removal by such Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if Parent and on or after such Trading Day such Buyer acquires (in an open market transaction, stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Buyer is entitled to receive from the Surviving Corporation do not promptly do soCompany (a “Buy-In”), Holding then the Company shall, indemnifywithin two (2) Trading Days after such Buyer’s request and in such Buyer’s discretion, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, either (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including attorneys feesbrokerage commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of such Buyer) (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Buyer a certificate or certificates or credit the balance account of such Buyer or such Buyer’s designee with DTC representing such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Xxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the foregoing and pay the reasonable fees and expenses Company’s failure to timely deliver certificates representing shares of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party Common Stock (or to whom fees and expenses are advanced or for which fees and expenses electronically deliver such shares of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (yCommon Stock) vigorously assist each Indemnified Party in such defense, and (ii) subject as required pursuant to the terms of hereof. Notwithstanding anything herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 7.1, Holding, Parent and the Surviving Corporation 5(e) shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice not apply to the Surviving Corporation shall not affect applicable Buyer the indemnification obligations of Holdingextent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure and/or Delivery Failure, Parent or the Surviving Corporation hereunder except as applicable, pursuant to the extent that analogous sections of the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent Note or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includesWarrant, as an unconditional term thereofapplicable, the giving held by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimBuyer.

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(b) To seeking to prohibit or impose material limitations on the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute ability of limitations) and one (1) month thereafter, Parent Lilly or the Surviving Corporation shallPurchaser, and if Parent and or to render Xxxxx or the Surviving Corporation do not promptly do soPurchaser unable, Holding shallto accept for payment, indemnify, defend and hold harmless, each present and former director, officer pay for or employee purchase any or all of the Company and each Company Subsidiary and Shares pursuant to the Offer or the Merger; • seeking to prohibit or impose material limitations on the ownership or operation by Lilly, ImClone or any of their respective estatessubsidiaries, heirsof all or any portion of the businesses or assets of Lilly, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid ImClone or any of their respective subsidiaries as a result of or in connection with any Claim (whether asserted prior to, at or afterthe Offer, the Effective Time) arising out of Merger or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the material transactions contemplated by this the Merger Agreement), or otherwise seeking to compel Lilly, ImClone or any of their respective subsidiaries to divest, dispose of, license or hold separate any material portion of the businesses or assets of Lilly, ImClone or any of their respective subsidiaries as a result of or in connection with the Offer, the Merger or the other material transactions contemplated by the Merger Agreement; provided• seeking to prohibit or impose material limitations on the ability of Lilly or the Purchaser effectively to acquire, howeverhold or exercise full rights of ownership of the Shares to be purchased pursuant to the Offer or the Merger, that including the right to vote the Shares purchased on all matters properly presented to XxXxxxx’s shareholders; or • which otherwise, individually or in the event aggregate, results in a Company Material Adverse Effect; • at the Expiration Date, there shall be any Claim statute, rule, regulation, judgment, order or Claims for indemnification are made within such six-year (injunction enacted, entered or within such longer period provided for in enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a governmental entity to the Offer, the Merger or any applicable statute of limitations) and one-month periodother material transaction contemplated by the Merger Agreement, all rights or any other action shall be taken by any governmental entity, other than the application to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent Offer or the Surviving Corporation shall, and if Parent and Merger of applicable waiting periods under the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) HSR Act or similar waiting periods with respect to the foregoing Required Governmental Approvals, that: • has had or would reasonably be expected to have, individually or in the aggregate, directly or indirectly, any of the consequences referred to in any of the five sub-paragraphs of the immediately preceding bullet point; or • has the effect of making the Offer, the Merger or any other material transaction contemplated by the Merger Agreement illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Offer, the Merger, or any other transaction contemplated by the Merger Agreement; • any representations or warranty of ImClone contained in Section 3.2 (relating to its capitalization) or Section 3.3 (relating to authorization, validity and pay corporate action regarding the reasonable fees Merger Agreement) of the Merger Agreement shall not be true and expenses correct in all material respects, as of counsel selected the date of the Merger Agreement or as of the Expiration Date, with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time, which need only be true and correct in all material respects as of such specific date or time; • except as does not, individually or in the aggregate with all other failures to be true or correct, result in a Company Material Adverse Effect, any representation or warranty of ImClone contained in the Merger Agreement, other than representations and warranties referenced in the immediately preceding bullet point (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein) shall fail to be true and correct in any respect as of the date of the Merger Agreement or as of the Expiration Date with the same force and effect as if made on and as of such date, except for representations and warranties that relate to a specific date or time, which need only be true and correct as of such specific date or time; • ImClone shall have breached or failed, in any material respect, to perform or to comply with any material agreement or covenant to be performed or complied with by each Indemnified Partyit under the Merger Agreement on or prior to the Purchaser’s acceptance of validly tendered Shares for payment in the Offer, promptly after statements therefor are receivedand such breach or failure shall not have been cured; • since the date of the Merger Agreement, provided a Company Material Adverse Effect has occurred; 50 Table of Contents • the Purchaser shall have failed to receive a certificate of XxXxxxx, executed by XxXxxxx’s Chief Executive Officer and Chief Financial Officer, dated as of the Expiration Date, to the effect that the Indemnified Party conditions set forth in the seventh, eighth and ninth bullet points above have not occurred; or • the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Lilly and the Purchaser, may be asserted by Xxxxx or the Purchaser regardless of the circumstances giving rise to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationcondition, and (y) vigorously assist may be waived by Xxxxx or the Purchaser in whole or in part at any time and from time to time and in the sole discretion of Lilly or the Purchaser, subject in each Indemnified Party in such defense, and (ii) subject case to the terms of this Section 7.1the Merger Agreement. The foregoing conditions shall be in addition to, Holdingand not a limitation of, Parent the rights of Xxxxx and the Surviving Corporation shall cooperate Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the terms and conditions of the Merger Agreement. Any reference in the defense Offer to Purchase to a condition or requirement being satisfied shall be deemed to be satisfied if such condition or requirement is waived. The failure by Xxxxx or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in right and each such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for deemed an ongoing right that may be asserted at any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent time and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent from time to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimtime.

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (No person has been authorized to give any information or for such longer period provided for in to make any applicable statute representation on behalf of limitations) and one (1) month thereafter, Parent or Purchaser not contained herein or in the Surviving Corporation shallLetter of Transmittal, and and, if Parent and given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person shall be deemed to be the Surviving Corporation do not promptly do soagent of Purchaser, Holding shallthe Depositary, indemnify, defend and hold harmless, each present and former director, officer or employee the Information Agent for the purpose of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, Offer. Purchaser has filed with the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining SEC a Tender Offer Statement on Schedule TO pursuant to any action or omission in their capacity as director or officer Rule 14d-3 of the Company or any Company Subsidiary or their serving at General Rules and Regulations under the request of the Company or any Company Subsidiary as directorExchange Act, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) together with exhibits furnishing certain additional information with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationOffer, and (y) vigorously assist each Indemnified Party in may file amendments thereto. AMPAC is required under the rules of the SEC to file its Solicitation/Recommendation Statement with the SEC on Schedule 14D-9 no later than ten business days from the date of this Offer to Purchase, setting forth the recommendation of AMPAC’s board of directors with respect to the Offer and the reasons for such defenserecommendation and furnishing certain additional related information. A copy of such documents, and (ii) subject to any amendments thereto, may, when filed, be examined at, and copies may be obtained from, the terms SEC in the manner set forth under Section 7—“Certain Information Concerning AMPAC” above. Flamingo Merger Sub Corp. January 24, 2014 Table of this Section 7.1Contents SCHEDULE I INFORMATION RELATING TO PURCHASER, HoldingPARENT AND SPONSOR Parent. The following table sets forth the name, Parent present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each officer and director of Parent. Unless otherwise indicated, the current business address of each person is c/o H.I.G. Capital, LLC, 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000 and the Surviving Corporation shall cooperate telephone number is (000) 000-0000. Name Citizenship Present Principal Occupation or Employment (all have served five years or more in present position unless otherwise noted) Xxxxxx Xxxxxxx Director and President U.S. Managing Director since joining H.I.G. Capital, LLC in 2008. Xxxxx XxXxxxxx U.S. Principal since joining H.I.G. Capital, LLC in 2002. Director, Treasurer and Secretary Purchaser. The following table sets forth the name, present principal occupation or employment and material occupations, positions, offices or employments for the past five years of each officer and director of Purchaser. Unless otherwise indicated, the current business address of each person is c/o H.I.G. Capital, LLC, , 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000 and the telephone number is (000) 000-0000. Name Citizenship Present Principal Occupation or Employment (all have served five years or more in present position unless otherwise noted) Xxxxxx Xxxxxxx Director and President U.S. Managing Director since joining H.I.G. Capital, LLC in 2008. Xxxxx XxXxxxxx U.S. Principal since joining H.I.G. Capital, LLC in 2002. Director, Treasurer and Secretary Sponsor. X.X.X.Xxxxxxx Debt & LBO Fund II, L.P. is a Delaware limited partnership engaged in the defense business of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations making private equity and other types of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claiminvestments.

TABLE OF CONTENTS. (bc) To If underwriters are engaged in connection with any registration referred to in this Section 7.12, the Partnership shall provide indemnification, representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably satisfactory to such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation under Section 7.7, the Partnership shall, to the fullest extent permitted under applicable Lawby law, commencing at indemnify and hold harmless the Effective Time Holder, its officers, directors and continuing for six each Person who controls the Holder (6) years (or for such longer period provided for in any applicable statute within the meaning of limitationsthe Securities Act) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns any agent thereof (collectively, the “Indemnified PartiesPersons”) against all any losses, claims, demands, actions, causes of action, assessments, damages, liabilities (joint or several), costs and expenses (including interest, penalties and reasonable attorneys’ feesfees and disbursements), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior resulting to, at imposed upon, or afterincurred by the Indemnified Persons, directly or indirectly, under the Effective TimeSecurities Act or otherwise (hereinafter referred to in this Section 7.12(c) as a “Claim” and in the plural as “Claims”) based upon, arising out of or pertaining to resulting from any action untrue statement or omission alleged untrue statement of any material fact contained in their capacity as director or officer of any registration statement under which any Partnership Securities were registered under the Company Securities Act or any Company Subsidiary state securities or their serving at Blue Sky laws, in any preliminary prospectus (if used prior to the request effective date of such registration statement), or in any summary or final prospectus or in any amendment or supplement thereto (if used during the Company period the Partnership is required to keep the registration statement current), or any Company Subsidiary as directorarising out of, officer, trustee, partner based upon or fiduciary of another Person, pension resulting from the omission or other employee benefit plan alleged omission to state therein a material fact required to be stated therein or enterprise in each case occurring on or before necessary to make the Effective Time (including the transactions contemplated by this Agreement)statements made therein not misleading; provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation Partnership shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except be liable to any Indemnified Person to the extent that the failure to so notify has prejudiced the Surviving Corporation any such Claim arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission made in such Claim. The Indemnified Party shall have registration statement, such preliminary, summary or final prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the right to retain counsel Partnership by or on behalf of such Indemnified Party’s own choice to represent such person; and such counsel shall, to Person specifically for use in the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect preparation thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.

TABLE OF CONTENTS. Party’s rights hereunder or under any of the Term Loan/Notes Documents), or (b2) To shall have been stayed by operation of Law or any court order from pursuing any such exercise of remedies (the fullest extent permitted under applicable Law, commencing at period during which the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent ABL Agent and the Surviving Corporation do ABL Secured Parties may not promptly do sopursuant to this Section 3.1(b)(ii) exercise any rights, Holding shallpowers, indemnify, defend and hold harmless, each present and former director, officer or employee of remedies with respect to the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyTerm Loan/Notes Priority Collateral, the “Indemnified PartiesABL Standstill Period”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedprovided further, however, that in after the event expiration of the ABL Standstill Period, so long as no Term Loan/Notes Agent nor any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in other Term Loan/Notes Secured Party has commenced any applicable statute action to enforce its Lien on any material portion of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingTerm Loan/Notes Priority Collateral, in the event of that and for so long as any Claim, ABL Secured Party (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (xABL Agent on its behalf) periodically advance reasonable fees and expenses (including attorneys fees) have commenced any actions to enforce its Lien with respect to all or any material portion of the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except Term Loan/Notes Priority Collateral to the extent that permitted hereunder and are diligently pursuing in good faith such actions, neither the failure Term Loan/Notes Secured Parties nor the Term Loan/Notes Agents shall take any action of a similar nature with respect to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, Term Loan/Notes Priority Collateral without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent the ABL Agent; provided that all other provisions of this Agreement are complied with. In exercising rights and remedies with respect to the entry Term Loan/Notes Priority Collateral, the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties may enforce the provisions of the Term Loan/Notes Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion consistent with the terms of the Term Loan/Notes Documents. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Term Loan/Notes Priority Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code and of a secured creditor under any Bankruptcy Law of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimapplicable jurisdiction.

TABLE OF CONTENTS. (bd) To If the fullest extent permitted Merger is consummated, recovery from the Escrow Fund (and with respect to GSA Contract Liabilities, the GSA Escrow Fund as provided herein) shall constitute the sole and exclusive remedy of the Acquirer Indemnified Persons under applicable Lawor in connection with this Agreement, commencing at the Effective Time and continuing Merger or the transactions contemplated hereby or thereby (including for six (6) years (any breach of representation or warranty or for such longer period provided any breach of any covenant or obligation or for any other reason), except (i) in the case of fraud, intentional misrepresentation or willful breach by any applicable statute Person, and (ii) any failure of limitationsany of the representations and warranties contained in Section 2.2(a), (b)(i) and one (1iii), (d) month thereafterand (e) (Capital Structure), Parent Section 2.3(a) (Authority) or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns Section 2.12 (Taxes) (collectively, the “Indemnified PartiesCompany Fundamental Representations”) against all costs to be true and expenses correct as aforesaid, or (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys feesiii) with respect to an Acquirer Debarment. In the foregoing case of fraud, intentional misrepresentation, willful breach, any failure of any of the Company Fundamental Representations to be true and pay correct as aforesaid or any Acquirer Debarment, after Acquirer Indemnified Persons have exhausted or made claims upon the reasonable fees Escrow Fund (with the Acquirer Indemnified Person being required to first resort to the Escrow Fund), each Effective Time Holder shall be severally, but not jointly, liable in an amount equal to the amount of any Indemnifiable Damages resulting from such fraud, willful breach, failure of the Company Fundamental Representations to be true and expenses correct as aforesaid or Acquirer Debarment multiplied by such holder’s Pro Rata Share. In no event shall the aggregate liability for all Indemnifiable Damages (including Indemnifiable Damages recovered from the Escrow Fund) under this Agreement (including, for the avoidance of counsel selected by each Indemnified Partydoubt, promptly after statements therefor are receivedIndemnifiable Damages resulting from fraud, provided that intentional misrepresentation or willful breach of this Agreement or failure of the Indemnified Party Fundamental Representations to whom fees be true and expenses are advanced correct as aforesaid, or for which fees and expenses an Acquirer Debarment) (A) with respect to any Effective Time Holder, exceed such Effective Time Holder’s Pro Rata Share of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationthe Final Adjusted Purchase Price, and (yB) vigorously assist each Indemnified Party in with respect to all of the Effective Time Holders, exceed the Final Adjusted Purchase Price received by such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimEffective Time Holders.

TABLE OF CONTENTS. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (band not properly withdrawn) To pursuant to the fullest extent permitted under applicable LawOffer is subject to the satisfaction of, commencing at among other conditions the Effective Time and continuing for six Minimum Condition (6) years (or for such longer period provided for as defined below in any applicable statute Section 15 — “Conditions of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent Offer”). The Offer also is subject to other customary conditions as set forth in this Offer to Purchase. See Section 15 — “Conditions of the Offer.” There is no financing condition to the Offer and the Surviving Corporation do not promptly do soMerger. The Board of Directors of Blue Apron (the “Blue Apron Board”) unanimously (i) determined and declared that the Offer, Holding shallthe Merger and the other transactions contemplated by the Merger Agreement, indemnify, defend on the terms and hold harmless, each present and former director, officer or employee of conditions set forth in the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns Merger Agreement (collectively, the “Indemnified PartiesTransactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. A summary of the principal terms and conditions of the Offer appears in the “Summary Term Sheet” beginning on page i of this Offer to Purchase. You should read this entire document carefully before deciding whether to tender your Shares in the Offer. NEITHER THE OFFER NOR THE MERGER HAS BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) against OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR THE MERGER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE OR THE RELATED LETTER OF TRANSMITTAL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND A CRIMINAL OFFENSE. The Information Agent for the Offer is: 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Banks and Brokerage Firms Please Call: 0 (000) 000-0000 Shareholders and All Others Call Toll-Free: 0 (000) 000-0000 Via Email: xxxx@xxxxxxxxxxxxx.xxx TABLE OF CONTENTS IMPORTANT If you wish to tender all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out a portion of or pertaining your Shares to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that Purchaser in the event any Claim Offer, you must: • If you hold your Shares directly as the holder of record, surrender the certificates evidencing such Shares (the “Share Certificates”) or Claims confirm a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”) (such a confirmation, a “Book-Entry Confirmation”) pursuant to the procedures set forth in Section 3 — “Procedures for indemnification are made within such six-year Accepting the Offer and Tendering Shares” and complete and sign the Letter of Transmittal (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingor, in the event case of a book-entry transfer, deliver an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) that accompanies this Offer to Purchase in accordance with the instructions set forth therein and mail or deliver the Letter of Transmittal with any Claimrequired signature guarantees and all other required documents to the Depositary (as defined below in the “Summary Term Sheet”). These materials must be delivered to the Depositary prior to the Expiration Time (as defined below). ​ • If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, request your broker, dealer, commercial bank, trust company or other nominee to tender your Shares through The Depository Trust Company’s (i“DTC”) Parent Automated Tender Offer Program (“ATOP”) prior to the Expiration Time. ​ Questions or requests for assistance may be directed to Okapi Partners LLC, the Surviving Corporation shallinformation agent for the Offer (the “Information Agent”), at the address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer may be obtained at no cost to stockholders from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other materials related to the Offer are available free of charge at xxx.xxx.xxx. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. This Offer to Purchase and the related Letter of Transmittal contain important information, and if Parent you should read both carefully and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) in their entirety before making a decision with respect to the foregoing Offer. TABLE OF CONTENTS​ TABLE OF CONTENTS ​ SUMMARY TERM SHEET ​ ​ ​ ​ ii ​ ​ ​ INTRODUCTION ​ ​ ​ ​ 1 ​ ​ ​ THE TENDER OFFER ​ ​ ​ ​ 3 ​ ​ ​ 1. Terms of the Offer ​ ​ ​ ​ ​ 3 ​ ​ ​ 2. Acceptance for Payment and pay Payment for Shares ​ ​ ​ ​ ​ 5 ​ ​ ​ 3. Procedures for Accepting the reasonable fees Offer and expenses Tendering Shares ​ ​ ​ ​ ​ 6 ​ ​ ​ 4. Withdrawal Rights ​ ​ ​ ​ ​ 8 ​ ​ ​ 5. Material U.S. Federal Income Tax Consequences ​ ​ ​ ​ ​ 9 ​ ​ ​ 6. Price Range of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that Shares; Dividends on the Indemnified Party to whom fees Shares ​ ​ ​ ​ ​ 11 ​ ​ ​ 7. Certain Information Concerning Blue Apron ​ ​ ​ ​ ​ 12 ​ ​ ​ 8. Certain Information Concerning Wonder and expenses are advanced Purchaser ​ ​ ​ ​ ​ 12 ​ ​ ​ 9. Source and Amount of Funds ​ ​ ​ ​ ​ 14 ​ ​ ​ 10. Background of the Offer; Past Contacts or Negotiations with Blue Apron ​ ​ ​ ​ ​ 14 ​ ​ ​ 11. The Merger Agreement; Other Agreements ​ ​ ​ ​ ​ 17 ​ ​ ​ 12. Purpose of the Offer; Plans for which fees Blue Apron ​ ​ ​ ​ ​ 35 ​ ​ ​ 13. Certain Effects of the Offer ​ ​ ​ ​ ​ 36 ​ ​ ​ 14. Dividends and expenses Distributions ​ ​ ​ ​ ​ 37 ​ ​ ​ 15. Conditions of counsel are paid provides an undertaking to repay such advances the Offer ​ ​ ​ ​ ​ 37 ​ ​ ​ 16. Certain Legal Matters; Regulatory Approvals ​ ​ ​ ​ ​ 39 ​ ​ ​ 17. Appraisal Rights ​ ​ ​ ​ ​ 40 ​ ​ ​ 18. Fees and payments if it Expenses ​ ​ ​ ​ ​ 41 ​ ​ ​ 19. Miscellaneous ​ ​ ​ ​ ​ 42 ​ ​ ​ SCHEDULE I ​ ​ ​ ​ ​ ​ ​ ​ Directors and Executive Officers of Purchaser and Wonder ​ ​ Sch I-1 ​ TABLE OF CONTENTS​ SUMMARY TERM SHEET The information contained in this Summary Term Sheet is ultimately determined that such Indemnified Party a summary only and is not entitled meant to indemnificationbe a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase, the related Letter of Transmittal and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject other materials related to the terms Offer. You are urged to read carefully this Offer to Purchase, the related Letter of Transmittal and other materials related to the Offer in their entirety. This Summary Term Sheet includes cross-references to other sections of this Section 7.1, Holding, Parent and Offer to Purchase where you will find more complete descriptions of the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claimtopics mentioned below. The Indemnified Party shall information concerning Blue Apron contained in this Summary Term Sheet and elsewhere in this Offer to Purchase has been provided by Blue Apron to Wonder and Purchaser or has been taken from, or is based upon, publicly available documents or records of Blue Apron on file with the SEC or other public sources at the time of the Offer. Wonder and Purchaser have not independently verified the right to retain counsel accuracy and completeness of such Indemnified Party’s own choice information. ​ Securities Sought ​ ​ Subject to represent such person; certain conditions, including the satisfaction of the Minimum Condition (as described in Section 15 — “Conditions of the Offer”), all of the issued and such counsel shalloutstanding shares of Class A common stock, to par value $0.0001 per share, of Blue Apron, which constitute all of the extent consistent with its professional responsibilities, cooperate with Holding, Parent issued and the Surviving Corporation and any counsel designated by any outstanding shares of Holding, Parent or the Surviving Corporationcapital stock of Blue Apron. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.​

TABLE OF CONTENTS. See Section 13 – “Certain Effects of the Offer.” Will a meeting of the Company’s stockholders be required to approve the Merger? No. Section 251(h) of the DGCL provides that, unless expressly required by its certificate of incorporation, no vote of stockholders will be necessary to authorize the merger of a constituent corporation whose shares are listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the applicable agreement of merger by such constituent corporation if, subject to certain statutory provisions: • the agreement of merger expressly permits or requires that the merger shall be effected by Section 251(h) of the DGCL and provides that such merger be effected as soon as practicable following the consummation of the tender offer; • an acquiring corporation consummates a tender offer for any and all of the outstanding stock of such constituent corporation that would be entitled to vote on the merger (other than any shares held by the constituent corporation, the corporation making such offer, any person that owns, directly or indirectly, all of the outstanding stock of the corporation making the offer, and any direct or indirect wholly owned subsidiaries of any of the foregoing); • following the consummation of the tender offer, the acquiring corporation owns at least such percentage of stock of such constituent corporation that, absent Section 251(h) of the DGCL, would otherwise be required to adopt the agreement of merger for such constituent corporation; and • each outstanding share of each class or series of stock of the constituent corporation that is the subject of and not irrevocably accepted for purchase in the offer is converted in such merger into the same consideration for their stock in the merger as was payable in the tender offer. If the conditions to the Offer and the Merger are satisfied or waived (to the extent waivable), we are required by the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL without a meeting of the Company’s stockholders and without a vote or any further action by the stockholders. If I do not tender my Shares but the Offer is consummated, what will happen to my Shares? If the Offer is consummated and no court of competent jurisdiction has issued any injunction or order that prevents the consummation of the Merger, and no applicable law, order or other legal restraint, injunction or prohibition is in effect, that makes consummation of the Merger illegal or otherwise prohibited, Purchaser is required under the Merger Agreement to effect the Merger pursuant to Section 251(h) of the DGCL. At the effective time of the Merger (being such date and at such time as the certificate of merger in respect of the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time and date as may be agreed upon by the parties to the Merger Agreement in writing and specified in the certificate of merger in accordance with the DGCL, the “Effective Time”), all of the then issued and outstanding Shares (other than Shares (a) held by the Company (or in the Company’s treasury), Parent, any other direct or indirect wholly owned subsidiary of Parent (other than Purchaser), or by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law, or (b) To irrevocably accepted by Purchaser for purchase in the fullest extent permitted under Offer), will be converted in the Merger into the right to receive an amount equal to the Offer Price (without interest and subject to any withholding of taxes required by applicable Lawlegal requirements). If the Merger is completed, commencing at the Effective Time and continuing for six Company’s stockholders who do not tender their Shares in the Offer (6other than stockholders who properly exercise appraisal rights) years (or for such longer period provided for will receive the same amount of cash per Share that they would have received had they tendered their Shares in any applicable statute of limitations) and one (1) month thereafterthe Offer. Therefore, Parent or if the Surviving Corporation shall, and if Parent Offer is consummated and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyMerger is completed, the “Indemnified Parties”) against all costs only differences to you between tendering your Shares and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that not tendering your Shares in the event any Claim or Claims for indemnification Offer are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, that (i) Parent or you will be paid earlier if you tender your Shares in the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, Offer and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.appraisal rights will

TABLE OF CONTENTS. (bg) To As soon as practicable on the fullest date of the commencement of the Offer, the Purchaser shall (i) prepare and file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”), (ii) deliver a copy of the Schedule TO, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act, and (iii) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Schedule TO, to NYSE, in accordance with Rule 14d-3(a) promulgated under the Exchange Act. The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and to the extent permitted under required by the Securities Act and the Exchange Act. The Company shall promptly furnish to Parent and the Purchaser in writing all information concerning the Company and its Subsidiaries and stockholders that may be required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Offer Documents. The Purchaser, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do soPurchaser agrees to cause the Offer Documents, Holding shallas so corrected, indemnifyto be filed with the SEC and disseminated to holders of Shares, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on as and to the extent required by the Securities Act or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such ClaimsExchange Act. Without limiting the foregoing, in the event of any Claiman Adverse Recommendation Change, (i) Parent or shall cause the Surviving Corporation shallOffer Documents to disclose such event. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents before they are filed with the SEC, and if Parent the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Surviving Corporation do not promptly do soPurchaser shall provide the Company and its counsel with copies of any written comments, Holding and shall (x) periodically advance reasonable fees and expenses (including attorneys fees) inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the foregoing Offer Documents promptly after receipt of such comments, and pay any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and the Purchaser shall give due consideration to the reasonable fees additions, deletions or changes suggested thereto by the Company and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that its counsel. Notwithstanding the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holdingforegoing, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice Purchaser’s obligations pursuant to the Surviving Corporation immediately preceding three sentences shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify apply if an Adverse Recommendation Change has prejudiced the Surviving Corporation in such Claimoccurred. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and Purchaser shall use commercially reasonable efforts to as promptly as practicable respond to any comments of the Surviving Corporation and any counsel designated by any of Holding, Parent SEC or its staff regarding the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimOffer Documents.

TABLE OF CONTENTS. What are the conditions to the Offer? The Offer is conditioned upon the satisfaction or waiver of the following conditions (bthe “Offer Conditions”): • the Antitrust Law Conditions; • the Minimum Condition; • the Governmental Entity Condition; • the accuracy of the representations and warranties made by Xxxxxxxxx in the Merger Agreement, subject to the materiality and other qualifications set forth in the Merger Agreement (the “Representations Condition”); • the performance by Xxxxxxxxx in all material respects of all obligations to be performed by it under the Merger Agreement (the “Covenants Condition”); • the Material Adverse Effect Condition; • Xxxxxx having received a certificate from Xxxxxxxxx immediately prior to the Expiration Date (as it may be extended) To signed on its behalf by Xxxxxxxxx’x chairman of the fullest extent permitted under applicable Lawboard, commencing at chief executive officer, or certain other officers of Xxxxxxxxx to the Effective Time effect that the Representations Condition and continuing for six (6) years (or for such longer period provided for the Covenants Condition have been satisfied; and • the Termination Condition. The foregoing conditions are in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shalladdition to, and if not a limitation of, the rights of Parent and Purchaser to extend, terminate, amend and/or modify the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend Offer pursuant to the terms and hold harmless, each present and former director, officer or employee conditions of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, Merger Agreement. The foregoing conditions are for the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out sole benefit of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do soPurchaser and, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, may be waived by Purchaser, in whole or in part (other than, except with the consent of Xxxxxxxxx, the Minimum Condition, the Antitrust Law Conditions and the Governmental Entity Condition). However, without the consent of Xxxxxxxxx, Purchaser cannot (i) waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition or (ii) make any change in the terms of or conditions to the Offer that (A) changes the form of consideration to be paid in the Offer, (B) except as contemplated by the Merger Agreement, decreases the Offer Price or number of Shares sought in the Offer, (C) extends the Offer, other than in a manner contemplated by the Merger Agreement, (D) imposes conditions on the Offer other than the Offer Conditions, (E) modifies the Offer Conditions or (F) amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. See Section 15 — “Conditions of the Offer.” How do I tender my Shares? If you hold your Shares directly as the registered owner, you can tender your Shares in the Offer by (i) delivering the certificates representing your Shares, together with a completed and signed Letter of Transmittal and any other documents required by the Letter of Transmittal, to the Depositary or (ii) following the procedure for book-entry transfer set forth in Section 3 of this Section 7.1Offer to Purchase, Holding, Parent and in each case no later than the Surviving Corporation shall cooperate in the defense of any matterExpiration Date. If any Claim you are the registered owner but your stock certificate is commenced as not available or you cannot deliver it to which the Depositary before the Offer expires, you may have a limited amount of additional time by having a broker, a bank or other fiduciary that is an Indemnified Party desires eligible institution guarantee that the missing items will be received by the Depositary within three Nasdaq trading days. For the tender to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; providedbe valid, however, the Depositary must receive the missing items within that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claimthree trading-day period. The Indemnified Party shall have the right Letter of Transmittal is enclosed with this Offer to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimPurchase.

TABLE OF CONTENTS. (b) To With respect to the fullest extent permitted under applicable LawLoans made by it hereunder, commencing at the Effective Time Administrative Agent in its individual capacity and continuing for six (6) years (or for such longer period provided for not as Administrative Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Administrative Agent and its Affiliates may accept deposits from, lend money to and generally engage in any applicable statute kind of limitationsbusiness with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on its Commitment hereunder or, if the Commitments shall have terminated, based on its outstanding Loans hereunder) of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable counsel fees and one (1) month thereaftercompensation of agents and employees paid for services rendered on behalf of the Lenders, Parent or which shall not have been reimbursed by the Surviving Corporation shallBorrower, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend (ii) to indemnify and hold harmlessharmless the Administrative Agent and any of its directors, each present officers, employees, or agents, on demand, in the amount of such pro rata share, from and former directoragainst any and all liabilities, officer or employee of the Company and each Company Subsidiary and their respective estatestaxes, heirsobligations, personal representativeslosses, successors and assigns (collectivelydamages, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees)penalties, actions, judgments, finessuits, cost, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it in its capacity as the Administrative Agent or any of them in any way relating to or arising out of this Agreement or any action taken or omitted by it or any of them under this Agreement, to the extent the same shall not have been indemnified by the Borrower; provided that no Lender shall be liable to the Administrative Agent or any of them for any portion of such liabilities, obligations, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior topenalties, at actions, judgments, suits, costs, expenses, or after, disbursements resulting from the Effective Time) arising out of gross negligence or pertaining to any action or omission in their capacity as director or officer willful misconduct of the Company Administrative Agent or any Company Subsidiary of its directors, officers, employees, or their serving at agents. Each Lender acknowledges that it has, independently and without reliance upon the request Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. None of the Company Lenders identified on the facing page or any Company Subsidiary as director, officer, trustee, partner or fiduciary signature pages of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, howeverif any, that in the event as a “syndication agent” or “co-documentation agent” shall have any Claim right, power, obligation, liability, responsibility or Claims for indemnification are made within such six-year (or within such longer period provided for in any duty under this Agreement other than those applicable statute of limitations) and one-month period, to all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such ClaimsLenders as such. Without limiting the foregoing, in none of the event of Lenders so identified, if any, as a “syndication agent” or “documentation agent” shall have or be deemed to have any Claim, (i) Parent or the Surviving Corporation shallfiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and if Parent and the Surviving Corporation do will not promptly do sorely, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by on any of Holding, Parent the Lenders so identified in deciding to enter into this Agreement or the Surviving Corporationin taking or not taking action hereunder. Holding, Parent and the Surviving Corporation shall be liable only for any settlement Table of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.Contents

TABLE OF CONTENTS. (b) To Any Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Any Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the fullest extent permitted under applicable Law, commencing at preceding paragraphs shall apply to any such sub-agent and to the Effective Time Related Parties of any Agent and continuing for six (6) years (or for any such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shallsub-agent, and if Parent shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as an Agent. Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent, as the case may be, as provided in this paragraph, each of the Administrative Agent and/or the Collateral Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Surviving Corporation do not promptly do soBorrower. Upon any such resignation, Holding shallthe Required Lenders shall have the right, indemnify, defend and hold harmless, each present and former director, officer or employee with the consent of the Company Borrower (which may not be unreasonably withheld), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and each Company Subsidiary shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent or Collateral Agent, as the case may be, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between the Borrower and such successor. After any Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Agent, its sub agents and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification Related Parties in respect of any such Claim actions taken or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect omitted to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated be taken by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, them while it was acting as an unconditional term thereofAgent. Each Lender and Issuing Bank acknowledges that it has, the giving by the claimant independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such Indemnified Party documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. 110 Table of an unconditional release from all liability in respect of such claim.Contents

TABLE OF CONTENTS. (b) To The bank serving as the fullest extent permitted under applicable LawAdministrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for bank and its Affiliates may accept deposits from, lend money to and generally engage in any applicable statute kind of limitations) and one (1) month thereafter, Parent or business with the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyCompany, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with Borrower or any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer Subsidiary of the Company or the Borrower or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any Company Subsidiary duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02(b)); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company, the Borrower or any of their Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Company Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default except with respect to defaults in the payment of principal and interest required to be paid to the Administrative Agent for the account of Lenders unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement by a Person other than the Administrative Agent, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith by a Person other than the Administrative Agent, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein by a Person other than the Administrative Agent, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any Company Subsidiary as directorother agreement, officerinstrument or document, trusteeor (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, partner other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or fiduciary of another other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, pension and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or other employee benefit plan or enterprise not taken by it in each case occurring on or before accordance with the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect advice of any such Claim counsel, accountants or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimexperts.

TABLE OF CONTENTS. The Merger Agreement provides that the Merger Agreement may be terminated at any time prior to the Acceptance Time by NetSuite: • if, prior to the Acceptance Time, the NetSuite Board authorizes NetSuite, in compliance with the terms of the Merger Agreement, including the limitations on Adverse Recommendation Changes (bwhich are summarized above under “Change of Recommendation”) To to enter into a binding definitive agreement in respect of a Superior Proposal with a third party; provided that NetSuite shall have paid any Termination Fee (as defined below) required to be paid to Parent pursuant to the fullest extent permitted under applicable Lawprovision of the Merger Agreement in accordance with the terms, commencing and at the Effective Time times, specified therein; and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, further that in the event any Claim of such termination, NetSuite substantially concurrently enters into such binding definitive agreement (the right to terminate which is summarized in this bullet point, the “Fiduciary Termination Provision”); or Claims for indemnification are made within such six-year (• subject to Parent’s and Purchaser’s exercise of commercially reasonable efforts to cure a curable breach or within such longer inaccuracy during a 30 day cure period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingfollowing written notice thereof, in the event of any Claim, event: (i) of a material breach of any covenant or agreement on the part of Parent or Purchaser set forth in the Surviving Corporation shall, Merger Agreement and if Parent such breach (A) has a material adverse effect on Purchaser’s ability to purchase and pay for the Surviving Corporation do Shares validly tendered (and not promptly do so, Holding shall (xwithdrawn) periodically advance reasonable fees and expenses (including attorneys fees) with respect pursuant to the foregoing and pay Offer or (B) materially delays satisfaction of the reasonable fees and expenses conditions in clauses (a), (d), (e), or (f) of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that Exhibit B to the Indemnified Party to whom fees and expenses are advanced Merger Agreement or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject that any of the representations and warranties of Parent and Purchaser set forth in the Merger Agreement shall have been inaccurate in any material respect and such inaccuracy has a material adverse effect on Purchaser’s ability to purchase and pay for the Shares validly tendered (and not withdrawn) pursuant to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimOffer.

TABLE OF CONTENTS. (b) To Subject to Paragraph 2, the fullest extent permitted under applicable Law, commencing transfer of a Security is registrable on the aforementioned register upon surrender of such Security at the Effective Time corporate trust office of the Fiscal Agent [or any Transfer Agent] duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and continuing the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing. Subject to Paragraph 2, upon such surrender of this Security for six (6) years (or for such longer period provided for in any applicable statute registration of limitations) and one (1) month thereaftertransfer, Parent or the Surviving Corporation shallIssuer shall execute, and if Parent the Fiscal Agent shall authenticate and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingdeliver, in the name of the designated transferee or transferees, one or more new Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount. [At the option of the registered holder upon request confirmed in writing, Registered Securities may be exchanged for Registered Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] corporate trust office of the Fiscal Agent. Bearer Securities may not be issued in exchange for Registered Securities. Whenever any Registered Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, the Registered Securities which the registered holder making the exchange is entitled to receive. Any registration of transfer or exchange will be effected upon [the Transfer Agent or] the Fiscal Agent, as the case may be, being satisfied with the documents of title and identity of the person making the request and subject to such reasonable requisitions as the Issuer may from time to time agree with [the Transfer Agents and] the Fiscal Agent.] [In the event of any Claima redemption of the Securities in part, the Issuer shall not be required (i) Parent to register the transfer or exchange any Security during a period beginning at the Surviving Corporation shallopening of business 15 days before, and if Parent and continuing until, the Surviving Corporation do not promptly do sodate notice is given identifying the Securities to be redeemed, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to register the transfer of or exchange any [Registered] Security, or portion thereof, called for redemption.] All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of Italy, evidencing the same debt, and entitled to the terms same benefits, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any registration of transfer or exchange, but Italy may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Section 7.1Security for registration of transfer, Holdingthe Issuer, Parent the Fiscal Agent and any agent of the Surviving Corporation Issuer or the Fiscal Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt be affected by notice to the Surviving Corporation contrary. The Securities will become void unless surrendered for payment within a period of five years from the date on which the payment in respect thereof first becomes due or, if the full amount of the money has not been received by a Fiscal Agent on or Table of Contents prior to such due date, the date on which, the full amount of such money having been so received, notice to that effect shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except have been given to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimholders.

TABLE OF CONTENTS. (b) To This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the fullest extent permitted under applicable Law, commencing at Transfer Agent and Registrar. This Certificate shall be governed by and construed in accordance with the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee laws of the Company State of Delaware. Dated: Rentech Nitrogen Partners, L.P. Countersigned and each Company Subsidiary Registered by: By: Rentech Nitrogen GP, LLC [Transfer Agent], As Transfer Agent and their respective estatesRegistrar By: Name: Title: By: Name: Title: Table of Contents [Reverse of Certificate] ABBREVIATIONS The following abbreviations, heirswhen used in the inscription on the face of this Certificate, personal representativesshall be construed as follows according to applicable laws or regulations: TEN COM — as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT — as tenants by the entireties Custodian JT TEN — as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) Under Uniform Gifts/Transfers to CD Minors Act (State) Additional abbreviations, successors though not in the above list, may also be used. ASSIGNMENT OF COMMON UNITS OF RENTECH NITROGEN PARTNERS, L.P. FOR VALUE RECEIVED, hereby assigns, conveys, sells and assigns transfers unto (collectively, the “Indemnified Parties”Please print or typewrite name and address of assignee) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension Please insert Social Security or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated identifying number of assignee) Common Units representing limited partner interests evidenced by this Agreement); providedCertificate, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms Partnership Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Rentech Nitrogen Partners, L.P. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Section 7.1Certificate in every particular without alteration, Holdingenlargement or change. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnificationSTOCKBROKERS, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; providedSAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.PURSUANT TO S.E.C. RULE 17Ad-15 (Signature) (Signature)

TABLE OF CONTENTS. (b) To Will the fullest extent permitted under applicable Law, commencing at Offer be followed by a Merger if all the Effective Time Shares are not tendered? If the Offer is consummated and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee Purchaser acquires a majority of the Company and each Company Subsidiary and their respective estatesoutstanding Shares, heirsthen, personal representatives, successors and assigns (collectively, in accordance with the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer terms of the Company Merger Agreement, Carbon Black will complete the Merger without a vote of its stockholders to adopt the Merger Agreement in accordance with Section 251(h) of the DGCL. Pursuant to the Merger Agreement, if the Minimum Condition or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as directorother Offer Conditions are not satisfied, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before Purchaser is not required to pay for and may delay the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims acceptance for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect payment of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect Shares tendered pursuant to the foregoing Merger Agreement. Pursuant to the Merger Agreement, as soon as practicable following the consummation of the Offer and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms satisfaction or waiver of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate certain conditions set forth in the defense of any matter. If any Claim is commenced Merger Agreement, Purchaser will be merged with and into Carbon Black, with Carbon Black continuing as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claimthe Merger and thereby becoming a wholly owned subsidiary of Parent. The Indemnified Party shall have As a result of the Merger, each Share issued and outstanding immediately before the time the Merger becomes effective (the “Effective Time”) (other than Shares (i) owned by Carbon Black as treasury stock, (ii) owned by Purchaser or irrevocably accepted for purchase by Purchaser in the Offer or (iii) held by Carbon Black’s stockholders who properly demand and do not lose or withdraw their appraisal rights under the DGCL) will be converted automatically into and will thereafter represent only the right to retain counsel receive the Merger Consideration, without interest and subject to any required withholding of such Indemnified Party’s own choice taxes. All Shares converted into the right to represent such personreceive the Merger Consideration will be canceled automatically and cease to exist at the Effective Time. See “Introduction” and Section 11—“The Merger Agreement; and such counsel shallOther Agreements—The Merger Agreement—The Merger—Merger Consideration.” Upon the successful consummation of the Offer, will Carbon Black continue as a public company? If the Offer is consummated, the Merger will be completed as soon as practicable following the consummation of the Offer, subject to the extent consistent with its professional responsibilitiessatisfaction or waiver of certain conditions set forth in the Merger Agreement. As a result, cooperate with Holdingthe Shares will no longer meet the requirements for continued listing on Nasdaq because the only stockholder of Carbon Black will be Parent. Immediately following the consummation of the Merger, Parent intends to cause Carbon Black to delist the Shares from Nasdaq. In addition, Parent intends and will cause Carbon Black to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Merger as the requirements for termination of registration are met. See Section 12—“Purpose of the Offer; Plans for Carbon Black” and Section 13—“Certain Effects of the Offer.” Are appraisal rights available in either the Offer or the Merger? No appraisal rights are available to you in connection with the Offer. If, however, we accept Shares in the Offer and the Surviving Corporation and any counsel designated by any Merger is completed, Carbon Black’s stockholders will be entitled to appraisal rights in connection with the Merger with respect to Shares not tendered in the Offer if such stockholders have properly perfected their right to seek appraisal under the DGCL. See Section 16—“Certain Legal Matters; Regulatory Approvals—Dissenters’ Rights.” What is the market value of Holdingthe Shares as of a recent date? On August 8, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof2019, the giving last full trading day before Carbon Black’s stock was impacted by market rumors of a potential transaction, the claimant reported closing sales price of the Shares on Nasdaq was $18.70. On August 21, 2019, the last full trading day before the public announcement of the execution of the Merger Agreement, the reported closing sales price of the Shares on Nasdaq was $22.75. On September 5, 2019, the last full trading day before the commencement of the Offer, the reported closing sales price of the Shares on Nasdaq was $25.98. We encourage you to such Indemnified Party obtain a recent quotation for Shares in deciding whether to tender your Shares. See Section 6—“Price Range of an unconditional release from all liability in respect of such claimShares; Dividends.”

TABLE OF CONTENTS. So long as the Preferred Stock (band, following the time that a Person becomes an Acquiring Person, shares of Common Stock) To issuable upon the fullest extent permitted under applicable Lawexercise of Rights may be listed or admitted to trading on any national securities exchange or automated quotation system, commencing the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted for trading on such exchange or automated quotation system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock) delivered upon exercise of Rights shall, at the Effective Time and continuing for six (6) years (or time of delivery of the certificates for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee subject to payment of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ feesPurchase Price), judgments, fines, losses, claims, damages, liabilities be duly and settlement amounts validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer respect of the Company issuance or any Company Subsidiary or their serving at the request delivery of the Right Certificates or of any shares of the Preferred Stock upon the exercise of Rights. The Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedshall not, however, be required (a) to pay any tax or charge that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification may be payable in respect of any such Claim transfer involved in the transfer or Claims shall continue until delivery of Right Certificates or the final disposition issuance or delivery of certificates for the Preferred Stock in a name other than that of the registered holder of the Right Certificate evidencing Rights surrendered for exercise or (b) to issue or deliver any certificates for shares of the Preferred Stock upon the exercise of any and all Rights until any such Claimstax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax or charge is due. Without limiting the foregoingThe Company shall, in the event of any Claimif legally required, (i) Parent or prepare and file, as soon as reasonably possible following the Surviving Corporation shallDistribution Date, and if Parent and a registration statement under the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) Securities Act with respect to the foregoing and pay securities purchasable upon exercise of or exchangeable for the reasonable fees and expenses of counsel selected by each Indemnified PartyRights on an appropriate form, promptly (ii) cause such registration statement to become effective as soon as reasonably possible after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationfiling, and (yiii) vigorously assist each Indemnified Party in cause such defense, and registration statement to remain effective (iiwith a prospectus at all times meeting the requirements of the Securities Act) subject until no longer required to do so under the Securities Act with respect to securities purchasable upon exercise of or exchangeable for the Rights. The Company also shall take all such action as may be required or as is appropriate under the securities or blue sky laws of such jurisdictions as may be necessary or appropriate with respect to the terms securities purchasable upon the exercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period not to exceed 120 days following the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension of exercisability of Rights referred to in this Section 7.1paragraph, Holding, Parent and the Surviving Corporation Company shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent issue a public announcement stating that the failure to so notify exercisability of the Rights has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includesbeen temporarily suspended, as an unconditional term thereof, well as a public announcement at such time as the giving by the claimant to such Indemnified Party of an unconditional release from all liability suspension is no longer in respect of such claimeffect.

TABLE OF CONTENTS. (bd) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent In the event that an Erroneous Payment (or portion thereof) that was not made with funds provided by the Surviving Corporation shall, and if Parent Company (and the Surviving Corporation do Company has not promptly do soin fact made such payment, Holding prepayment or repayment) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with Section 8.15(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the Administrative Agent and such Lender), (A) such Lender shall be deemed to have assigned its Loans (x) periodically advance reasonable fees and expenses (including attorneys feesbut not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Promissory Notes evidencing such Loans to the Company or the Administrative Agent (but the failure of such Person to deliver any such Promissory Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and pay the reasonable fees assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and expenses of counsel selected by each Indemnified Partyits applicable Commitments which shall survive as to such assigning Lender, promptly after statements therefor are received, provided that (D) the Indemnified Party Administrative Agent and the Company shall be deemed to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking have waived any consents required under this Agreement to repay any such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationErroneous Payment Deficiency Assignment, and (yE) vigorously assist each Indemnified Party the Administrative Agent will reflect in such defense, and (ii) the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimAgreement.

TABLE OF CONTENTS. (b) To Purchaser’s obligation to, and Xxxxx’x obligation to cause Purchaser to, irrevocably accept for payment and pay for Shares validly tendered and not validly withdrawn in the fullest extent permitted under applicable LawOffer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described herein. Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions described herein, commencing at the Effective Time Merger Agreement provides that Purchaser will, and continuing Xxxxx will cause Purchaser to, irrevocably accept for six (6) years (or payment and pay for such longer period provided for all Shares validly tendered and not validly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer and, in any applicable statute of limitations) and one (1) month thereafterevent, Parent or no more than three business days after the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee expiration of the Company Offer. • Purchaser expressly reserves the right (but is not obligated) at any time and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid from time to time in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining its sole discretion to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent waive, in whole or the Surviving Corporation shallin part, and if Parent and the Surviving Corporation do not promptly do soany Offer Condition, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to increase the Offer Price, or (iii) modify or amend the terms of this Section 7.1the Offer in any manner not inconsistent with the terms of the Merger Agreement, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, except that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified PartyMorphic, settle or compromise any ClaimPurchaser will not, or and Lilly will not permit a default or consent Purchaser to: • reduce the number of Shares subject to the entry Offer (other than an adjustment made pursuant to the terms of the Merger Agreement); • reduce the Offer Price (other than an adjustment made pursuant to the terms of the Merger Agreement); • waive, amend or modify either of the Minimum Tender Condition or the Termination Condition (as defined below); • add to the Offer Conditions or impose any judgment other conditions on the Offer or amend, modify or supplement any Offer Condition in respect thereofany manner adverse to the holders of Shares; • except as otherwise provided in the Merger Agreement, terminate (unless such settlementthe Merger Agreement has been validly terminated in accordance with the terms of the Merger Agreement), compromise extend or consent includesotherwise amend or modify the Expiration Time; • change the form or terms of consideration payable in the Offer; • otherwise amend, as an unconditional term thereof, modify or supplement any of the giving by terms of the claimant Offer in any manner adverse to such Indemnified Party holders of an unconditional release from all liability Shares; or • provide any “subsequent offering period” in respect accordance with Rule 14d-11 of such claim.the Exchange Act. The Merger Agreement provides that:

TABLE OF CONTENTS. (b) To For a period of six years after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend indemnify and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) Party against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim claim, action, suit, proceeding or investigation (whether asserted prior to, at arising before or after, after the Effective Time) ), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as an officer, director, officeremployee, trusteefiduciary or agent, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case whether occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such ClaimsTime. Without limiting the foregoing, in In the event of any Claimsuch claim, action, suit, proceeding or investigation, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each the Indemnified PartyParties, which counsel shall be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received, provided that (ii) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any pending or threatened Action to which an Indemnified Party to whom fees is a party (and expenses are advanced or for in respect of which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that indemnification could be sought by such Indemnified Party is not entitled to indemnificationhereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents, and (yiii) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any such matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, neither Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and nor the Surviving Corporation shall be liable only for any settlement effected without the Surviving Corporation’s written consent (which consent shall not be unreasonably withheld or delayed); and provided, further, that, in the event that any claim for indemnification is asserted or made within such six-year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. The rights of each Indemnified Person under this Section 6.04(b) shall be in addition to any Claim against an Indemnified Party made with Parent rights such person may have under the Certificate of Incorporation or the Surviving Corporation written consent. Holding, Parent By-Laws or similar organizational documents of the Company and the Surviving Corporation shall not, without the prior written consent or any of an Indemnified Party, settle or compromise any Claimtheir Subsidiaries, or permit a default under any Law or consent to the entry under any agreement of any judgment in respect thereof, unless such settlement, compromise Indemnified Person with the Company or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party any of an unconditional release from all liability in respect of such claimits Subsidiaries.

TABLE OF CONTENTS. (b) To A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the fullest extent permitted benefit of one or more particular series of Securities, or which modifies the rights of holders of Securities of such series, with respect to such covenant or provision, shall be deemed not to affect the rights under applicable Lawthis Indenture of the holders of Securities of any other series. Upon the request of the Company, commencing at accompanied by a copy of the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee Board Resolution certified by a Responsible Officer of the Company authorizing the execution of any such supplemental indenture, and each Company Subsidiary upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and their respective estatesother documents, heirsif any, personal representatives, successors and assigns (collectivelyrequired by Section 6.01, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees)Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, judgmentsduties or immunities under this Indenture or otherwise, finesin which case the Trustee may in its discretion, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior but shall not be obligated to, enter into such supplemental indenture. The Trustee, at the expense of the Company, shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel with regard to any such supplemental indenture. The Trustee shall be entitled to conclusively rely upon such Officer’s Certificate and Opinion of Counsel in entering into such supplemental indenture. The Opinion of Counsel shall comply with Section 10.05 and confirm (inter alia) that the supplemental indenture is authorized or afterpermitted under this Indenture, and that it is legal, valid, binding and enforceable against the Company under New York law. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Effective TimeCompany shall give notice thereof by (a) arising out first-class mail to the Holders of or pertaining to any action or omission in Securities of each series affected thereby at their capacity addresses as director or officer they shall appear on the Register of the Company or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the substance of such supplemental indenture. The Trustee shall assist the Company Subsidiary or their serving at with the request distribution of the notices to the Holders. Any failure of the Company to mail such notice, or any Company Subsidiary as directordefect therein, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedshall not, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect way impair or affect the validity of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimsupplemental indenture.

TABLE OF CONTENTS. the consent of Steinway, Purchaser cannot (bi) To reduce the fullest extent permitted under applicable Lawnumber of shares of common stock subject to the Offer, commencing at (ii) reduce the Effective Time and continuing for six Offer Price, (6iii) years amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or for such longer period provided for amend, modify or supplement any Offer Condition in any applicable statute manner adverse to any holder of limitationscommon stock, (v) and one except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (1vi) month thereafterchange the form of consideration payable in the Offer, Parent (vii) otherwise amend, modify or supplement any of the Surviving Corporation shallterms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that such announcement in the event any Claim or Claims for indemnification are case of an extension will be made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month periodno later than 9:00 a.m., all rights to indemnification in respect of any such Claim or Claims shall continue until New York City time, on the final disposition of any and all such Claimsnext business day after the previously scheduled Expiration Date. Without limiting the foregoingmanner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the event of Offer for any Claimreason, (i) Parent or then, without prejudice to our rights under the Surviving Corporation shallOffer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and if Parent and the Surviving Corporation do such Shares may not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—“Withdrawal Rights.” However, our ability to delay the failure payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to so notify has prejudiced promptly pay the Surviving Corporation consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in such Claim. The Indemnified Party shall have the right to retain counsel terms of such Indemnified Party’s own choice to represent such person; the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and such counsel shall, extend the Offer if and to the extent consistent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with its professional responsibilitiesrespect to a change in price or a change in percentage of securities sought, cooperate with Holding, Parent a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the Surviving Corporation then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We are not permitted to provide a subsequent offering period for the Offer without the consent of Steinway, and we do not expect to provide or seek Steinway’s consent for a subsequent offering period. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any counsel designated by Shares if, at the Expiration Date, any of Holdingthe conditions to the Offer have not been satisfied. See Section 15—“Certain Conditions of the Offer.” Under certain circumstances, Parent or we may terminate the Surviving Corporation. Holding, Parent Merger Agreement and the Surviving Corporation shall be liable only for any settlement Offer. See Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Termination”. Purchaser has obtained commitments from Bank of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. HoldingAmerica, Parent N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Deutsche Bank AG New York Branch and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.Deutsche Bank Securities Inc. (which we refer to

TABLE OF CONTENTS. (b) To sought. However, except for observance of the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent waiting periods and the Surviving Corporation obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee anticipate delaying the purchase of Shares tendered pursuant to the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, Offer pending the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect outcome of any such Claim matter. There can be no assurance that any such approval or Claims shall continue until the final disposition of any action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and all such Claims. Without limiting the foregoingthere can be no assurance that, in the event that such approvals were not obtained or such other actions were not taken, adverse consequences might not result to Loxo Oncology’s business or that certain parts of Loxo Oncology’s business might not have to be disposed of or held separate, any Claimof which may give us the right to terminate the Offer at any Expiration Date without accepting for payment any Shares validly tendered (and not properly withdrawn) pursuant to the Offer. Our obligation under the Offer to accept for payment and pay for Shares is subject to the Offer Conditions, including, among other conditions, the Antitrust Condition. See Section 15 – “Conditions of the Offer.” Antitrust Compliance Under the HSR Act (iincluding the related rules and regulations that have been promulgated thereunder by the FTC), certain acquisition transactions, including Purchaser’s purchase of Shares pursuant to the Offer, may not be consummated until certain information and documentary material has been furnished for review by the FTC and the Antitrust Division of the DOJ (the “Antitrust Division”) Parent and certain waiting period requirements have been satisfied. Lilly and Loxo Oncology filed their respective Premerger Notification and Report Forms with the FTC and the Antitrust Division on January 16, 2019. Under the HSR Act, Purchaser’s purchase of the Shares pursuant to the Offer is subject to an initial waiting period that will expire at 11:59 p.m., Eastern time, on January 31, 2019. However, the initial waiting period may be terminated prior to such date and time by the FTC, or Purchaser and Loxo Oncology may receive a request (a “Second Request”) for additional information or documentary material from either the FTC or the Surviving Corporation shallAntitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) waiting period with respect to the foregoing and pay Offer will be extended for an additional period of ten days, which will begin on the reasonable fees and expenses date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that time. Even though the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party waiting period is not entitled affected by a Second Request to indemnificationLoxo Oncology or by Loxo Oncology supplying the requested information, Loxo Oncology is obliged to respond to the request within a reasonable time. If the ten-day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. of the next day that is not a Saturday, Sunday or federal holiday. Only one extension of the waiting period pursuant to a Second Request is authorized by the HSR Act. After that time, the waiting period may be extended only by court order or with our consent. The FTC or the Antitrust Division may terminate the additional ten-day waiting period before its expiration. The FTC and the Antitrust Division frequently scrutinize the legality under the U.S. antitrust laws of transactions like the Offer and the Merger. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary or desirable in the public interest, including seeking (yi) vigorously assist each Indemnified Party in such defenseto enjoin the purchase of Shares pursuant to the Offer, and (ii) subject to enjoin the Merger, (iii) to require Purchaser (or, after completion of the Merger, Lilly) to divest the Shares, or (iv) to require us or Loxo Oncology to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the consummation of the Merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the consummation of the Merger or seek other structural or conduct relief or damages. See Section 15 – “Conditions of the Offer.” Based upon an examination of publicly available information and other information relating to the terms businesses in which Loxo Oncology is engaged, Lilly and Loxo Oncology believe that neither the purchase of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice Shares by Purchaser pursuant to the Surviving Corporation shall not affect Offer nor the indemnification obligations consummation of Holdingthe Merger should violate applicable antitrust laws. Nevertheless, Parent neither Lilly nor Loxo Oncology can be certain that a challenge to the Offer or the Surviving Corporation hereunder except to Merger on antitrust grounds will not be made, or, if such challenge is made, what the extent that result will be. See Section 15 – “Conditions of the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimOffer.”

TABLE OF CONTENTS. No Agent shall have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) To no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the fullest extent permitted under applicable LawAdministrative Agent is required to exercise in writing by the Lenders entitled to so require, commencing at and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, nor shall such Agent be liable for the Effective Time and continuing for six (6) years (failure to disclose, any information relating to the Borrower or for any of the Subsidiaries that is communicated to or obtained by such longer period provided for Agent or any of its Affiliates in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do capacity. The Administrative Agent shall not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to be liable for any action taken or omission in their capacity as director not taken by it with the consent or officer of the Company or any Company Subsidiary or their serving at the request of the Company Lenders entitled to so require or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim absence of its own gross negligence or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights willful misconduct. No Agent shall be deemed to indemnification in respect have knowledge of any such Claim Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or Claims a Lender, and no Agent shall continue until the final disposition of be responsible for or have any and all such Claims. Without limiting the foregoing, in the event of any Claim, duty to ascertain or inquire into (i) Parent any statement, warranty or representation made to any Lender in or in connection with this Agreement or any other Loan Document, (ii) the Surviving Corporation shallcontents of any certificate, and if Parent and report or other document delivered hereunder or in connection herewith or any other Loan Document, (iii) the Surviving Corporation do not promptly do soperformance or observance by the Borrower of any of the covenants, Holding shall agreements or other terms or, except as provided in clause (xv) periodically advance reasonable fees and expenses below, conditions set forth herein, (including attorneys feesiv) with respect to parties other than such Agent, the foregoing validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Each Agent shall be entitled to rely upon, and pay shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the reasonable fees proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and expenses of believed by it in good faith to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by each Indemnified Partyit, promptly after statements therefor are receivedand shall not be liable for any action taken or not taken by it in good faith in accordance with the advice of any such counsel, provided that accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Indemnified Party to whom fees Administrative Agent and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that responsible. The Administrative Agent and any such Indemnified Party is not entitled sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to indemnificationany such sub-agent reasonably selected by the Administrative Agent and to the Related Parties of the Agents and any such sub-agent, and (y) vigorously assist each Indemnified Party shall apply to their respective activities in such defense, and (ii) subject to connection with the terms syndication of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced credit facilities provided for herein as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, well as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimactivities as Agent.

TABLE OF CONTENTS. (bvi) To Lessee’s pro rata share of any other amounts owed to the fullest Liquidity Provider by the Subordination Agent as borrower under the Liquidity Facility (other than amounts due as repayment of advances thereunder or as interest on such advances, except to the extent permitted under applicable Law, commencing at the Effective Time and continuing for six payable pursuant to clause (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ feesi), judgments(ii), fines(iii), losses(iv) or (v) above), claimsin each case, damagesto the extent not paid when due by the Airframe Manufacturer pursuant to the Fee Letter (as defined in the Intercreditor Agreement), liabilities (c) Lessee’s pro rata share of all compensation and settlement amounts paid reimbursement of expenses, disbursements and advances payable by Lessee under the Pass Through Trust Agreement, (d) Lessee’s pro rata share of all compensation and reimbursement of expenses and disbursements payable to the Subordination Agent under the Intercreditor Agreement except with respect to any income or franchise taxes incurred by the Subordination Agent in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this the Intercreditor Agreement); provided, however(e) Lessee’s pro rata share of any amount payable under Section 9.1 (and, that if attributable thereto, Section 9.5) of the Participation Agreement to any Pass Through Indemnitee to the extent such amount relates to, results from or arises out of or in connection with (i) the Pass Through Agreements or the enforcement of any of the terms of any of the Pass Through Agreements, (ii) the offer, sale or delivery of the Pass Through Certificates or any interest therein or represented thereby or (iii) any breach of or failure to perform or observe, or any other noncompliance with, any covenant or agreement or other obligation to be performed by Lessee under any Pass Through Agreement or the falsity of any representation or warranty of Lessee in any Pass Through Agreement and (f) in the event Lessee requests any Claim amendment to any Operative Agreement or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute Pass Through Agreement, Lessee’s pro rata share of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable including, without limitation, fees and expenses disbursements of counsel selected counsel) of the Escrow Agents and the Paying Agents in connection therewith payable by the Pass Through Trustee under the Escrow Agreement. As used herein, “Lessee’s pro rata share” means as of any time a fraction, the numerator of which is the principal balance then outstanding of Equipment Notes and the denominator of which is the aggregate principal balance then outstanding of all “Equipment Notes” (as such term is defined in each Indemnified Partyof the Operative Indentures). For purposes of this definition, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (yi) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1“Applied Downgrade Advance”, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.“

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(b) To the fullest extent permitted under applicable LawCompany: Nomura Holdings, commencing at the Effective Time Inc. 9-1, Xxxxxxxxxx 0-xxxxx, Xxxx-xx Xxxxx 000-0000 Xxxxx Attention: Treasury and continuing for six (6) years (Capital Management Department Fax: +00-0-0000-0000 Any notice, direction, request or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of demand by the Company or any Company Subsidiary Securityholder to or their serving at upon the request of the Company Trustee shall be deemed to have been sufficiently given or any Company Subsidiary as directormade, officerfor all purposes, trustee, partner if given or fiduciary of another Person, pension or other employee benefit plan or enterprise made in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that writing in the event English language to its Corporate Trust Office. Where this Indenture provides for notice to Holders of Registered Securities, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder entitled thereto, at his last address as it appears in the Register. In any Claim or Claims for indemnification are made within case where notice to Holders is given by mail, neither the failure to mail such six-year (or within such longer period provided for notice, nor any defect in any applicable statute notice so mailed, to any particular Holder shall affect the sufficiency of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not person entitled to indemnificationreceive such notice, either before or after the event, and (y) vigorously assist each Indemnified Party in such defensewaiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, and (ii) subject but such filing shall not be a condition precedent to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense validity of any matteraction taken in reliance upon such waiver. If any Claim is commenced as In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt mail notice to the Surviving Corporation Company and Holders of Registered Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except be reasonably satisfactory to the extent that the failure Trustee shall be deemed to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel be a sufficient giving of such Indemnified Party’s own choice notice. Any notice or demand will be deemed to represent such person; and such counsel shallhave been sufficiently given or served when so sent or deposited and, if to the extent consistent Holders, when delivered in accordance with its professional responsibilitiesthe applicable rules and procedures of the Clearing Organization. Notwithstanding anything to the contrary herein, cooperate with Holdingany such notice, Parent which are purported to be made to the beneficial owner of the Securities through the Clearing Organization, may be delivered to the Clearing Organization in a manner the Company deems appropriate, and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or deemed to have been delivered on the Surviving Corporation written consent. Holding, Parent and day such notice is delivered to the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any ClaimClearing Organization, or permit a default if by mail, when so sent or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimdeposited.

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Notwithstanding any other provision of this Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (bi) To certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the fullest extent permitted under applicable LawDepositary’s account at DTC pursuant to the procedures set forth in this Section 3, commencing at (ii) the Effective Time Letter of Transmittal, properly completed and continuing for six duly executed, with any required signature guarantees (6) years (or, in the case of a book-entry transfer or for such longer period provided for a tender through DTC’s ATOP, an Agent’s Message in any applicable statute lieu of limitationsthe Letter of Transmittal) and one (1iii) month thereafter, Parent any other documents required by the Letter of Transmittal or the Surviving Corporation shallDepositary, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on prior to the Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the Share Certificates and Letter of Transmittal, or before Book-Entry Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the Effective Time Depositary. THE METHOD OF DELIVERY OF THE SHARES (including OR SHARE CERTIFICATES, IF ANY), THE LETTER OF TRANSMITTAL, THE AGENT’S MESSAGE AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF THE SHARES (OR SHARE CERTIFICATES, IF ANY), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS WILL BE DEEMED MADE, AND RISK OF LOSS THEREOF WILL PASS, ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES, BY BOOK-ENTRY CONFIRMATION WITH RESPECT TO SUCH SHARES). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE SHARE CERTIFICATES (IF ANY), THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE EXPIRATION TIME. Tender Constitutes Binding Agreement. The tender of Shares pursuant to any of the transactions contemplated by this Agreement); providedprocedures described above will constitute the tendering stockholder’s acceptance of the Offer, howeveras well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, that as specified in the event any Claim or Claims for indemnification are made within such six-year Letter of Transmittal (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingor, in the event case of any Claima book-entry transfer, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect an Agent’s Message). Our acceptance for payment of Shares tendered pursuant to the foregoing Offer will constitute a binding agreement between the tendering stockholder and pay us upon the reasonable fees terms and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms conditions of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimOffer.

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Agreement further provides that NetSuite will also promptly (band, in any event, within 24 hours) To notify Parent after any of NetSuite’s executive officers, board members or financial advisor obtains knowledge of the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years receipt by NetSuite (or any of its Representatives) of any Acquisition Proposal, any inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal, or any request for such longer period provided non-public information relating to NetSuite or any of its Subsidiaries or for access to the business, properties, assets, books or records of NetSuite or any of its Subsidiaries by any third party, in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid case in connection with any Claim Acquisition Proposal or inquiry, offer or proposal that would reasonably be expected to lead to an Acquisition Proposal. The Merger Agreement provides that, in such notice, NetSuite will identify the third party making, and the material terms and conditions of, any such Acquisition Proposal, inquiry, offer, proposal or request. The Merger Agreement provides that, commencing upon the provision of any notice referred to in this paragraph above, NetSuite will: • on a reasonable and prompt basis, advise Parent (whether asserted prior to, at or afterits counsel) of the progress of negotiations concerning any Acquisition Proposal, the Effective Timematerial resolved and unresolved issues related thereto and any other material matters identified with reasonable specificity by Parent (or its counsel) arising out and the material details (including material amendments or proposed amendments as to price and other material terms) of any such Acquisition Proposal, request or pertaining to inquiry; • promptly upon receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all material documents and material written or electronic communications embodying, describing or amending any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time such Acquisition Proposal (including the transactions contemplated by this Agreementfinancing thereof), request or inquiry exchanged between NetSuite, its Subsidiaries or any of their respective officers, directors, employees or Representatives, on the one hand, and the Person making an Acquisition Proposal or any of its affiliates, or their respective officers, directors, employees, or Representatives, on the other hand; provided• promptly provide Parent with any non-public information concerning the business, howeverpresent or future performance, that in the event any Claim financial condition or Claims for indemnification are made within such six-year results of operations of NetSuite (or within any of its Subsidiaries), provided to any third party that was not previously provided to Parent; and • provide Parent with at least 48 hours’ prior notice (or such longer lesser period of prior notice provided for in any applicable statute to the members of limitationsthe Transactions Committee or the NetSuite Board) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until meeting of the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent Transactions Committee or the Surviving Corporation shall, and if Parent and NetSuite Board at which the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent Transactions Committee or the Surviving Corporation hereunder except NetSuite Board is reasonably expected to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and consider any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimAcquisition Proposal.

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(b) To It is expressly agreed that anything herein contained to the fullest extent permitted contrary notwithstanding, the Assignee shall have no obligation or liability under applicable Law, commencing at any charter or contract of affreightment by reason of or arising out of this Assignment nor shall the Effective Time and continuing for six (6) years (Assignee be required or for such longer period provided for obligated in any applicable statute of limitations) and one (1) month thereafter, Parent manner to perform or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee to fulfill any obligations of the Company and each Company Subsidiary and their respective estatesAssignor under or pursuant to any charter or contract of affreightment nor to make any payment nor to make any inquiry as to the nature or sufficiency of any payment received by the Assignee nor to present or file any claim, heirsnor to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times. The Assignor does hereby constitute the Assignee, personal representatives, its successors and assigns (collectivelyassigns, the “Indemnified Parties”) against all costs Assignor’s true and expenses lawful attorney, irrevocably, with full power (including reasonable attorneys’ feesin the name of the Assignor or otherwise), judgmentsupon the occurrence and continuance of any Event of Default (as defined in the Credit Agreement), finesto ask, lossesrequire, demand, receive, compound and give acquittance for any and all moneys, claims, damagesproperty and rights hereby assigned, liabilities and settlement amounts paid to endorse any checks or other instruments or orders in connection with therewith and to file any Claim (whether asserted prior to, at claims or after, the Effective Time) arising out of or pertaining to take any action or omission institute any proceedings which the Assignee may deem to be necessary or advisable in their capacity as director or officer of the Company or premises. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable. The Assignor agrees that at any Company Subsidiary or their serving at time and from time to time, upon the written request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before Assignee the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) Assignor will promptly and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of duly execute and deliver any and all such Claimsfurther instruments and documents as the Assignee may deem desirable in obtaining the full benefits of this Assignment and of the rights and powers herein granted. Without limiting The Assignor does hereby warrant and represent that neither the foregoingwhole nor any part of the right, in title and interest hereby assigned are the event subject of any Claim, (i) Parent present assignment or the Surviving Corporation shallpledge, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall nothereby covenants that, without the prior written consent thereto of the Assignee, so long as this Assignment shall remain in effect, the Assignor will not assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors or assigns, and the Assignor will not take or omit to take any action, the taking or omission of which might result in any alteration or impairment of said rights or this Assignment. This Assignment shall be governed by the laws of the State of New York and may not be amended or changed except by an Indemnified Partyinstrument in writing signed by the party against whom enforcement is sought. The Assignor hereby authorizes the Assignee to file Financing Statements (Form UCC-1) and amendments thereto as provided in Article 9 of the Uniform Commercial Code. By its acceptance of this Assignment and in consideration for the execution of the Consent and Agreement by the Charterer, settle the Assignee agrees that, provided charter hire is paid directly into the Operating Account or compromise as otherwise directed by the Assignee in accordance with this Assignment and as long as the Charter is continuing and in full force and effect and the Charterer is in compliance with its obligations thereunder, the Assignee will not enforce any Claim, or permit a default or consent security interest granted to the entry Assignee in connection with the Vessel, including the mortgage granted in favor of any judgment the assignee, in respect thereofa manner that would interfere with the Charterers quiet and peaceful possession, unless such settlement, compromise or consent includes, as an unconditional term thereof, use and enjoyment of the giving by Vessel in accordance with the claimant to such Indemnified Party Charter. Table of an unconditional release from all liability in respect of such claim.Contents

TABLE OF CONTENTS. expressly agrees and acknowledges that Agent (bi) To does not make any representation or warranty as to the fullest extent permitted under applicable Lawaccuracy of any Report, commencing at the Effective Time and continuing (ii) shall not be liable for six (6) years (or for such longer period provided for any information contained in any applicable statute Report; expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding Borrower and will rely significantly upon Borrower’s books and records, as well as on representations of limitationsBorrower’s personnel; agrees to keep all Reports confidential and strictly for its internal use, and not to distribute except to its participants, or use any Report in any other manner, in accordance with the provisions of Section 12.14; and without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and one (1) month thereafterany such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrower, Parent or the Surviving Corporation shallindemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrower; and (ii) to pay and protect, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present Agent and former director, officer or employee of the Company any such other Lender preparing a Report harmless from and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyagainst, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees)claims, judgmentsactions, fines, losses, claimsproceedings, damages, liabilities costs, expenses and settlement other amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including attorney’s fees and expenses) incurred by Agent and any such other Lender preparing a Report as the transactions contemplated by this Agreement); provided, however, that in the event any Claim direct or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect indirect result of any such Claim third parties who might obtain all or Claims shall continue until the final disposition part of any and all such ClaimsReport through the indemnifying Lender. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.MISCELLANEOUS

TABLE OF CONTENTS. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (band not properly withdrawn) To pursuant to the fullest extent permitted under applicable LawOffer is subject to the satisfaction of, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or among other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, conditions: (i) Parent or the Surviving Corporation shall, and if Parent and Minimum Tender Condition (as defined above in the Surviving Corporation do not promptly do so, Holding shall (x“Summary Term Sheet”) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) the Antitrust Condition (as defined below in Section 11 – “The Merger Agreement; Other Agreements – Merger Agreement”). The Offer also is subject to other conditions set forth in this Offer to Purchase. See Section 15 – “Conditions of the Offer.” There is no financing condition to the Offer. ARMO has advised Lilly that Centerview Partners LLC (“Centerview”), financial advisor to ARMO, rendered its opinion to the ARMO Board, and the ARMO Board has received such opinion, that, as of the date of the opinion and based upon and subject to the terms various assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Offer Price of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as $50.00 per share to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice be paid to the Surviving Corporation shall not affect holders of the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except Shares (other than (i) Shares owned by ARMO immediately prior to the extent that Effective Time, (ii) Shares owned by Xxxxx or Purchaser at the failure commencement of the Offer and owned by Xxxxx or Purchaser immediately prior to so notify the Effective Time or (iii) Shares held by any stockholder who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has prejudiced neither effectively withdrawn nor lost its rights to such appraisal and payment under the Surviving Corporation in DGCL with respect to such ClaimShares), pursuant to the Merger Agreement is fair, from a financial point of view, to such holders. The Indemnified Party shall have full text of the right to retain counsel written opinion of such Indemnified Party’s own choice to represent such person; Centerview, dated May 9, 2018, sets forth the assumptions made, procedures followed, matters considered and such counsel shall, qualifications and limitations on the review undertaken by Centerview in connection with its opinion and is attached as Annex A to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any Schedule 14D-9. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY IN ITS ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Table of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.Contents THE TENDER OFFER

TABLE OF CONTENTS. confidentiality agreement to the Partnership and (biii) To notified the fullest extent permitted under applicable LawPartnership of the identity of such third party, commencing at NSH may, prior to obtaining NSH unitholder approval of the Effective Time merger agreement: • furnish any information to, including information pertaining to the Partnership and continuing for six (6) years (its subsidiaries; and • enter into or for such longer period provided for participate in discussions or negotiations with any applicable statute Person that makes an unsolicited bona fide written acquisitionproposal that did not result from an intentional and material breach of limitations) and one (1) month thereafterthe merger agreement. For a more complete summary of the no solicitation provisions of the merger agreement, Parent or please see “The Merger Agreement—Covenants— Acquisition Proposals; Change in Recommendation” beginning on page 70. Change in Recommendation Subject to certain exceptions described in the Surviving Corporation shallsection entitled “The Merger Agreement—Covenants— Acquisition Proposals; Change in Recommendation” beginning on page 70, and without prejudice to NSH’s right to terminate the merger agreement in order to accept a superior proposal, the NSH Board may not: • withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify in a manner adverse to the Partnership, itsrecommendation to the NSH unitholders; • approve or recommend, or publicly propose to approve or recommend, any acquisition proposal; • fail to include the NSH recommendation in the proxy statement; • if Parent and any acquisition proposal has been made public, fail to issue a press release recommending against such acquisition proposal andreaffirming NSH’s recommendation, if requested by the Surviving Corporation Partnership; • resolve, publicly propose or agree to do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee any of the Company and each Company Subsidiary and their respective estatesforegoing; or • except for a confidentiality agreement, heirsapprove, personal representativesadopt or recommend, successors and assigns (collectivelyor publicly propose to approve, adopt or recommend, or allow NSH or any of its subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any acquisition proposal. However, at any time before the NSH unitholder approval of the merger agreement is obtained, the “Indemnified Parties”NSH Board may terminate the merger agreement in order to accept a superior proposal or make an NSH change in recommendation (x) against all costs following receipt of an acquisition proposal that did not result from an intentional and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer material breach of the Company merger agreement and that the NSH Board has concluded in good faith, after consultation with its outside legal counsel and financial advisors, constitutes a superior proposal or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director(y) solely in response to an intervening event, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise and in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that referred to in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall clauses (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party above, the NSH Board has concluded in such defensegood faith, after consultation with its outside legal counsel and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, howeverfinancial advisors, that failure to give reasonably prompt make a change in its recommendation would be inconsistent with its fiduciary duties under applicable law, as modified by the NSH limited liability company agreement. The NSH Board will not be entitled to change its recommendation until after three business days following the Partnership’s, the Partnership Board’s and the Partnership Conflicts Committee’s receipt of written notice from NSH advising that the NSH Board intends to take such action and the reasons for doing so, including all information required under the merger agreement. After providing such notice and prior to effecting such change in recommendation: • NSH must, if requested by the Partnership, be available to meet and engage in good faith negotiations, during such three business dayperiod, with the Partnership and its representatives to modify the merger agreement; and • in determining whether to make a change in recommendation, the NSH Board must take into account any agreed-on modifications tothe merger agreement. Termination of the Merger Agreement The merger agreement may be terminated at any time prior to the effective time in any of the following ways: • by mutual written consent of the Partnership and NSH; • by either the Partnership or NSH upon written notice to the Surviving Corporation shall other if: • the merger is not affect completed on or before August 8, 2018, unless the indemnification obligations failure of Holdingthe closing to occur by this date is primarily due to the failure of the party seeking to terminate the merger agreement to fulfill any material obligation under the merger agreement or a material breach of the merger agreement by such party; • any regulatory authority has issued a final and nonappealable statute, Parent rule, order, decree or regulation or taken any other action that permanently restrains, enjoins, makes illegal or prohibits the consummation of the merger or any of the merger transactions; provided, that the terminating party is not in breach of its obligation to use its reasonable efforts to complete the merger promptly; • NSH fails to obtain the NSH unitholder approval at the NSH special meeting, subject to certain limitations; • there has been a breach of or any inaccuracy in any of the representations or warranties of any of the other parties set forth in themerger agreement under certain circumstances; or • there has been a breach of any of the covenants or agreements of any of the other parties set forth in the merger agreement undercertain circumstances; • by the Partnership if NSH has materially and intentionally breached certain non-solicitation covenants or the Surviving Corporation hereunder except NSH Board has changedits recommendation to the extent that NSH unitholders in accordance with the failure merger agreement; or • by NSH in order to so notify accept a superior proposal if NSH has prejudiced not intentionally and materially breached certain non-solicitation covenants, NSH has paid a termination fee in accordance with the Surviving Corporation merger agreement and substantially concurrently therewith, and in any event within the same day of such Claimtermination, NSH enters into a definitive agreement in connection with such superior proposal. Material U.S. Federal Income Tax Consequences of the Merger (page 115) Tax matters associated with the merger are complicated. The Indemnified Party shall have U.S. federal income tax consequences of the right merger to retain counsel of an NSH unitholder will depend, in part, on such Indemnified Partyunitholder’s own choice to represent such person; and such counsel shall, particular circumstances. The tax discussions in this proxy statement/prospectus are limited to the extent consistent with its professional responsibilitiesU.S. federal income tax consequences generally applicable to U.S. holders that hold their NSH units as capital assets and acquired their NSH units in exchange for cash, cooperate with Holdingand these discussions have only limited application to other unitholders, Parent including those subject to special rules under the U.S. federal income tax laws. NSH unitholders are urged to consult their tax advisors for a full understanding of the U.S. federal, state, local and foreign tax consequences of the merger that will be applicable to them. For U.S. federal income tax purposes, the merger is intended to qualify as a “merger” of NSH and the Surviving Corporation Partnership within the meaning of Treasury regulations promulgated under Section 708 of the Code, with the Partnership treated as the continuing partnership and any counsel designated by any of Holding, Parent or NSH as the Surviving Corporation. Holding, Parent and terminated partnership for U.S. federal income tax purposes following the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimmerger.

TABLE OF CONTENTS. (b) To 17. Appraisal Rights No appraisal rights are available to the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for holders of Shares who tender such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid Shares in connection with the Offer. If the Offer and Merger are consummated, the holders of Shares who: (i) did not tender their Shares in the Offer; (ii) follow the procedures set forth in Section 262 of the DGCL; and (iii) do not thereafter lose their appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any Claim element of value arising from the accomplishment or expectation of the Merger, together with interest thereon, if any, as determined by such court. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (whether asserted prior including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. In determining the “fair value” of any Shares, the Court of Chancery will take into account all relevant factors. Holders of Shares should recognize that “fair value” so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price) and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Offer and the Merger, is not an opinion as to, at and does not otherwise address, “fair value” under Section 262 of the DGCL. Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than the Offer Price. Section 262 provides that, if a merger was approved pursuant to Section 251(h), either a constituent corporation before the effective date of the merger or afterthe surviving corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice by ArQule to its stockholders of appraisal rights in connection with the Merger under Section 262 of the DGCL. As described more fully in the Schedule 14D-9, if a stockholder wishes to elect to exercise appraisal rights under Section 262 in connection with the Merger, such stockholder must do all of the following: • prior to the later of the consummation of the Offer and 20 days after the date of mailing of the Schedule 14D-9, deliver to ArQule a written demand for appraisal of Shares held, which demand must reasonably inform ArQule of the identity of the stockholder and that the stockholder is demanding appraisal; • not tender such stockholder’s Shares in the Offer; and • continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer . The foregoing summary of the Company or any Company Subsidiary or their serving at appraisal rights of stockholders under the request DGCL does not purport to be a complete statement of the Company or procedures to be followed by the stockholders desiring to exercise any Company Subsidiary appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL will be included as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before Xxxxx XX to the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims Schedule 14D-9. The information provided above is for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) informational purposes only with respect to your alternatives if the foregoing and pay Merger is consummated. If you tender your Shares into the reasonable fees and expenses of counsel selected by each Indemnified PartyOffer, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is you will not be entitled to indemnificationexercise appraisal rights with respect to your Shares, but, instead, upon the terms and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice conditions to the Surviving Corporation shall not affect Offer, you will receive the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only Offer Price for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimyour Shares.

TABLE OF CONTENTS. (b) To The Company shall notify Parent promptly of the fullest extent permitted under applicable Law, commencing at receipt of any oral or written comments from the Effective Time and continuing for six (6) years SEC or its staff (or for such longer period provided for in any applicable statute of limitationsnotice of the SEC’s intent to review the preliminary Proxy Statement) and one (1) month thereafter, Parent of any request by the SEC or its staff for amendments or supplements to the Surviving Corporation shall, and if Parent and Proxy Statement or any other filing with the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid SEC in connection with any Claim (whether asserted prior tothe Transactions or for additional/supplemental information in connection therewith. The Company shall, at as promptly as practicable after the receipt of such comments from the SEC or after, its staff with respect to the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company Proxy Statement or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claimfiling, (i) supply Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses copies of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party all written correspondence received in such defenseconnection therewith, and (ii) subject provide Parent a reasonably detailed description of any oral comments received in connection therewith. Unless the Company Board shall have effected a Change in Recommendation in accordance with Section 6.3(b), the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any responses to comments or inquiries by the SEC with respect to any filings related to the terms Transactions, (y) shall consider in good faith including in such response all comments reasonably proposed by Parent in respect of this Section 7.1, Holding, the filings and (z) shall provide Parent and its counsel a reasonable opportunity to participate in any discussions or meetings with the Surviving Corporation SEC or its staff with respect to such filings. The Company shall cooperate respond promptly in good faith to any comments by the defense of SEC and if, at any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice time prior to the Surviving Corporation shall not affect Effective Time, any event or information relating to the indemnification obligations Company, Parent, Merger Sub, or any of Holdingtheir affiliates, should be discovered by Parent or the Surviving Corporation hereunder except Company which should be set forth in an amendment or supplement to the extent Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the failure statements therein not false or misleading, the party which discovers such information shall promptly notify the other parties and the Company shall cause an appropriate amendment or supplement describing such information to so notify has prejudiced be filed with the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shallSEC as promptly as practicable thereafter and, to the extent consistent with its professional responsibilitiesrequired by applicable Law or Order, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent disseminated to the entry stockholders of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimCompany.

TABLE OF CONTENTS. It is understood that our opinion is for the use and benefit of the Board (bin its capacity as such) To in its evaluation of the fullest extent permitted under applicable LawMerger. We were not requested to, commencing at and we did not, participate in the Effective Time and continuing for six (6) years (structuring of the Merger. Our opinion does not address the relative merits of the transactions contemplated by the Merger as compared to any alternative transaction or for such longer period provided for opportunity that might be available to SEMG, nor does it address the underlying business decision by SEMG to engage in any applicable statute of limitations) and one (1) month thereafter, Parent the Merger or the Surviving Corporation shallterms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger Consideration or the Merger, any adjustments to the Merger Consideration, or any term, aspect or implication of any agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Our opinion is limited to the fairness to SEMG, from a financial point of view, of the Merger Consideration to be received by holders of SEMG Common Stock (other than SEMG and its affiliates) pursuant to the Merger, and if Parent we have not been asked to address, and this opinion does not address, the Surviving Corporation fairness, financial or otherwise, to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of SEMG. Furthermore, we do not promptly do soexpress any view or opinion as to the fairness, Holding shallfinancial or otherwise, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company amount or nature of any compensation or other consideration payable or to be received by any officers, directors or employees of any parties to the Merger or any class of such persons, in connection with the Merger or otherwise, including ET or the holders of any class of securities, creditors or other constituencies of ET. Our opinion has been authorized by the Fairness Committee of Xxxxxxxxx LLC. We have been engaged by XXXX to act as financial advisor to the Board in connection with the Merger and each Company Subsidiary and their respective estateswill receive a fee for our services, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts a portion of which was paid in connection with any Claim (whether asserted prior toour engagement and a portion of which is payable upon delivery of this opinion. We also will be reimbursed for certain expenses incurred. In addition, at or after, the Effective Time) XXXX has agreed to indemnify us against liabilities arising out of or pertaining in connection with the services rendered and to be rendered by us under such engagement. As you are aware, we have, in the past, provided financial advisory services to SEMG and may continue to do so and have received, and may receive, fees for the rendering of such services. In the ordinary course of our business, we and our affiliates may trade or hold securities of SEMG or ET and/or their respective affiliates for our own account and for the accounts of our customers and, accordingly, may at any time hold long or short positions in those securities. In addition, we may seek to, in the future, provide financial advisory and financing services to ET or entities that are affiliated with ET, for which we would expect to receive compensation. Except as otherwise expressly provided in our engagement letter with the Board, our opinion may not be used or referred to by SEMG, or quoted or disclosed to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for person in any applicable statute of limitations) manner, without our prior written consent. Based upon and one-month period, all rights subject to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in we are of the event opinion that, as of any Claimthe date hereof, the Merger Consideration to be received by the holders of SEMG Common Stock (iother than SEMG and its affiliates) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect pursuant to the foregoing and pay the reasonable fees and expenses Merger Agreement is fair, from a financial point of counsel selected by each Indemnified Partyview. Very truly yours, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses /s/ XXXXXXXXX LLC XXXXXXXXX LLC Table of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms Contents Annex D SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE § 262 Appraisal rights [For application of this Section 7.1section, Holdingsee 79 Del. Laws, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnificationc. 72, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness§ 22; provided79 Del. Laws, howeverc. 122, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding§ 12; 80 Del. Laws, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such personc. 265, § 18; 81 Del. Xxxx, c. 354, § 17; and such counsel shall82 Del. Laws, to the extent consistent with its professional responsibilitiesc. 45, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.§ 23]

TABLE OF CONTENTS. (b) To Purchaser pursuant to the fullest extent permitted under applicable LawOffer, commencing at subject to the Effective Time and continuing for six (6) years right of the Five Prime Board to withdraw (or for such longer period provided for modify in any applicable statute of limitationsa manner adverse to Amgen or Purchaser) and one or publicly propose to withdraw or withhold (1or modify or qualify in a manner adverse to Amgen or Purchaser) month thereafter, Parent or its recommendation in accordance with the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee terms of the Company Merger Agreement. The execution and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer delivery of the Company or any Company Subsidiary or their serving at the request Merger Agreement and all of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this the Merger Agreement); provided, howeverincluding the Offer and the Merger, that in are collectively referred to as the event any Claim or Claims “Transactions.” Who is offering to buy my shares? Purchaser, a wholly owned subsidiary of Amgen, is offering to purchase for indemnification are made within such six-year (or within such longer period provided for in any applicable statute cash, subject to certain conditions, including the satisfaction of limitations) and one-month periodthe Minimum Condition, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claimsof the outstanding Shares. Without limiting Purchaser is a Delaware corporation that was formed for the foregoing, sole purpose of engaging in the event transactions contemplated by the Agreement and Plan of any ClaimMerger, dated as of March 4, 2021 (i) Parent as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the Surviving Corporation shall“Merger Agreement”), by and among Purchaser, Amgen and Five Prime, and if Parent actions incidental thereto. See the “Introduction” to this Offer to Purchase and Section 10—“Certain Information Concerning Amgen and Purchaser.” Is there an agreement governing the Offer? Yes. Five Prime, Amgen and Purchaser have entered into the Merger Agreement. Pursuant to the Merger Agreement, the parties have agreed on the terms and conditions of the Offer and, following consummation of the Offer, on the subsequent merger of Purchaser with and into Five Prime, with Five Prime as the surviving entity (the “Merger”). If the Minimum Condition and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect other conditions to the foregoing Offer are satisfied or waived and pay we consummate the reasonable fees Offer, we intend to effect the Merger as promptly as practicable pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), without a vote on the adoption of the Merger Agreement by the stockholders of Five Prime. See Section 14—“The Merger Agreement; Other Agreements.” How many Shares are you offering to purchase in the Offer? We are seeking to purchase, subject to certain conditions, including the satisfaction of the Minimum Condition, any and expenses all of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees outstanding Shares on the terms and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal. See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.” How much are you offering to pay and in what form of payment? We are offering to pay $38.00, in cash, minus any applicable withholding taxes and without interest, for each Share validly tendered and accepted for payment in the Offer. Why are you making the Offer? We are making the Offer because we want to acquire control of, and ultimately all of the equity interests in, Five Prime. If the Offer is consummated, assuming the continued satisfaction of the No Legal Prohibition Condition (as defined below), Amgen intends, as promptly as practicable, to cause Purchaser to consummate the Merger. Upon consummation of the Merger, Five Prime would be a wholly owned subsidiary of Amgen. As used in this Offer to Purchase, the “No Legal Prohibition Condition” means the condition that there will not have been Table of Contents issued by any court of competent jurisdiction or remain in effect any temporary, preliminary or permanent order preventing the acquisition of or payment for the Shares pursuant to the Offer, nor will any action have been taken or any law (other than any antitrust law) promulgated, entered, enforced, enacted, issued or deemed applicable to the Offer or the Merger by any nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, federal, state, local, municipal, foreign or other government or governmental or quasi-governmental authority of any nature, including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court, arbitrator or other tribunal (“Governmental Body”), which directly or indirectly enjoins, restrains or otherwise prohibits, or makes illegal, the acquisition of or payment for the Shares pursuant to the Offer, or the consummation of the Merger. See Section 13—“Purpose of the Offer; Plans for Five Prime.” Will I have to pay any fees or commissions? If you are the record owner of your Shares and you tender your Shares in the Offer, you will not have to pay brokerage fees, commissions or similar expenses to do so. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee, and your broker or other nominee tenders your Shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase. What does the Five Prime Board think of the Offer? After careful consideration, the Five Prime Board has unanimously (a) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the best interest of, Five Prime and its stockholders, (b) declared it advisable to enter into the Merger Agreement, (c) approved the execution, delivery and performance by Five Prime of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger, (d) resolved that the Merger will be effected under Section 251(h) of the DGCL and (e) resolved to recommend that the stockholders of Five Prime accept the Offer and tender their Shares to Purchaser pursuant to the Offer, subject to the right of the Five Prime Board to withdraw (or modify in a manner adverse to Amgen or Purchaser) or publicly propose to withdraw or withhold (or modify or qualify in a manner adverse to Amgen or Purchaser) its recommendation in accordance with the terms of the Merger Agreement. See the “Introduction” to this Offer to Purchase and Section 7.112—“Background of the Offer; Past Contacts, HoldingNegotiations and Transactions” of this Offer to Purchase, Parent and Five Prime’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) that is being filed with the Securities and Exchange Commission (the “SEC”). Do I have to vote to approve the Offer or the Merger? No. Your vote is not required to approve the Offer. You only need to tender your Shares if you choose to do so. If, following the completion of the Offer, the Shares accepted for payment pursuant to the Offer together with the Shares otherwise owned by us or our affiliates equal at least a majority of the then-outstanding Shares and the Surviving Corporation shall cooperate in other conditions of the defense Merger are satisfied or waived, assuming certain statutory requirements are met, we will be able to consummate the Merger pursuant to Section 251(h) of the DGCL without a vote or any matterfurther action by the stockholders of Five Prime. If any Claim What is commenced the market value of my Shares as to which an Indemnified Party desires to receive indemnificationof a recent date? On March 3, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof2021, the giving by last full trading day before public announcement of the claimant to such Indemnified Party execution of an unconditional release from all liability in respect the Merger Agreement, the closing price of such claim.Five Prime’s common stock reported on the Nasdaq Global Select Market (“Nasdaq”) was $21.26 per Share. On March 17, 2021, the last full trading day before commencement of the

TABLE OF CONTENTS. indemnification, unless a Section 1110 Event shall have occurred and is then continuing), (b) To the fullest extent permitted rights and obligations under applicable Lawthe Operative Agreements of Owner Participant, commencing at the Effective Time Note Holders, Pass Through Trustee and continuing for six Mortgagee shall not be adversely affected as a result of the taking of such action, (6c) years the Lien of the Trust Indenture on the Trust Indenture Estate shall not be adversely affected by such action, and Lessee and Owner Trustee shall execute and deliver such documents as may be necessary or as may reasonably be requested by Mortgagee to protect and maintain the perfection and priority of such Lien, (d) Owner Participant, Pass Through Trustee and Mortgagee shall have received an opinion or for opinions of counsel (which counsel is reasonably satisfactory to Owner Participant, Pass Through Trustee and Mortgagee) in scope, form and substance reasonably satisfactory to Owner Participant, Pass Through Trustee and Mortgagee to the effect that (i) the Trust, as thus removed, shall remain a validly established trust, (ii) any amendments to the Trust Agreement necessitated by such longer period provided for removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the valid and binding obligations of such parties, enforceable in any applicable statute accordance with their terms, (iii) covering such other matters as Owner Participant, Pass Through Trustee or Mortgagee may reasonably request, (e) if such removal involves the replacement of limitationsOwner Trustee, then Owner Participant, Pass Through Trustee and Mortgagee shall have received an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Owner Participant, Pass Through Trustee and Mortgagee covering the matters described in the opinion delivered pursuant to Section 5.1.2(xxv)(D) and one (1f) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend Lessee shall indemnify and hold harmlessharmless Owner Participant, each present Note Holders, Pass Through Trustee and former directorXxxxx Fargo, officer or employee of the Company in its individual capacity and each Company Subsidiary as Owner Trustee, on a net after-tax basis against any and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable disbursements, fees and expenses of counsel selected by each Indemnified Partyany new owner trustee, promptly after statements therefor are receivedregistration, provided that the Indemnified Party to whom recording or filing fees and expenses are advanced taxes incurred by Owner Participant, Note Holders, Pass Through Trustee or for which fees and expenses Owner Trustee in connection with such change of counsel are paid provides an undertaking situs. Owner Participant agrees with Lessee that it will not consent to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate or direct a change in the defense situs of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, Trust Estate without the prior written consent of an Indemnified PartyLessee, settle or compromise any Claimexcept that if a Lease Event of Default shall have occurred and is then continuing, or permit except during a default or Section 1110 Period, such consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimshall not be required.

TABLE OF CONTENTS. extended Outside Date (bx) To the fullest extent permitted under applicable LawRegulatory Condition or (y) the Legal Restraints Condition (in the case of (y), commencing solely with respect to a Legal Restraint relating to antitrust laws) will not have been satisfied or waived by Xxxxx or Purchaser (other than conditions that by their nature are to be satisfied at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmlessAcceptance Time, each present and former directorof which is then capable of being satisfied), officer or employee then such extended Outside Date will automatically be extended by a period of 90 days; provided, further, that the right to terminate the Merger Agreement pursuant to the foregoing will not be available to any party to the Merger Agreement if the failure of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining Acceptance Time to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring occur on or before the Effective Time Outside Date is primarily due to a material breach of the Merger Agreement by such party (including the transactions contemplated by this Agreement“Outside Date Termination Right”), (ii) any Legal Restraint permanently preventing or prohibiting the consummation of the Offer or the Merger will be in effect and will have become final and non-appealable; provided, however, provided that the party seeking to terminate the Merger Agreement pursuant to the foregoing clause (ii) will have complied in all material respects with its obligations under Section 7.02 of the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification Merger Agreement in respect of any such Claim Legal Restraint, or Claims shall continue until (iii) if the final disposition Offer has expired without further extension or has been terminated in accordance with the Merger Agreement without Xxxxx having accepted for payment all shares of any Morphic common stock validly tendered (and all such Claims. Without limiting not validly withdrawn) pursuant to the foregoing, in Offer (the event of any Claim, “Offer Condition Failure Termination Right”); provided that the right to terminate the Merger Agreement pursuant to the foregoing clause (iiii) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do will not promptly do so, Holding shall be available to (x) periodically advance reasonable fees and expenses Lilly if Xxxxx has not complied with its obligations under Section 2.01 of the Merger Agreement or (including attorneys feesy) with respect any party to the foregoing Merger Agreement if the reason the Offer has expired or been terminated without Xxxxx having accepted for payment all Shares validly tendered (and pay not validly withdrawn) pursuant to the reasonable fees Offer is primarily due to a material breach of the Merger Agreement by such party; • by Xxxxx, if Morphic breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform individually or in the aggregate with all such other breaches or failures to perform would result in the failure of any of the Offer Conditions and expenses cannot be or has not been cured prior to the earlier of counsel selected by each Indemnified Party, promptly (x) 30 days after statements therefor are received, provided that the Indemnified Party giving of written notice to whom fees and expenses are advanced Morphic of such breach or for which fees and expenses of counsel are paid provides an undertaking failure to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, perform and (y) vigorously assist each Indemnified Party the Outside Date; provided that Xxxxx and Purchaser are not then in material breach of the Merger Agreement (the “Company Material Breach Termination Right”); • by Xxxxx if an Adverse Recommendation Change has occurred (the “Adverse Recommendation Change Termination Right”); • by Morphic, if (i) Purchaser fails to commence the Offer in violation of the terms of the Merger Agreement (other than due to a violation by Morphic of its obligations under the Merger Agreement), (ii) Purchaser will have terminated the Offer prior to its expiration date (as such defenseexpiration date may be extended in accordance with the Merger Agreement), other than in accordance with the Merger Agreement or (iii) all of the Offer Conditions have been satisfied or waived as of immediately prior to the expiration of the Offer and the Acceptance Time will not have occurred within five business days following the expiration of the Offer; • by Morphic, if Lilly or Purchaser breaches or fails to perform any of its representations, warranties or covenants contained in the Merger Agreement, which breach or failure to perform (i) individually or in the aggregate with all such other breaches or failures to perform, would result in a Parent Material Adverse Effect and (ii) subject has not been cured prior to the terms earlier of this Section 7.1, Holding, Parent and (x) 30 days after the Surviving Corporation shall cooperate in the defense giving of any matter. If any Claim is commenced as written notice to which an Indemnified Party desires to receive indemnification, Xxxxx or Purchaser of such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that breach or failure to give reasonably prompt notice perform and (y) the Outside Date (provided that Morphic is not then in material breach of the Merger Agreement); or • by Morphic, if (i) the Morphic Board authorizes Morphic to enter into a definitive written agreement providing for a Superior Company Proposal, (ii) the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify Morphic Board has prejudiced the Surviving Corporation complied in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent all material respects with its professional responsibilities, cooperate with Holding, Parent and obligations under the Surviving Corporation and any counsel designated by any non-solicitation provisions of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability Merger Agreement in respect of such claimSuperior Company Proposal and (iii) Morphic has paid, or simultaneously with the termination of the Merger Agreement pays, the fee due under the Merger Agreement that is payable if the Merger Agreement is terminated (the “Superior Proposal Termination Right”).

TABLE OF CONTENTS. The Guarantee shall rank equal in right of payment with all existing and future senior unsecured obligations of the Guarantor (b) To the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (other than obligations preferred by statute or for such longer period provided for in any applicable statute by operation of limitationslaw) and one (1) month thereafterrank senior in right of payment to all existing and future Indebtedness that is subordinated to the Guarantee of the Guarantor. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, Parent irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by the Trustee or any of the Holders with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, this Indenture and in this Guarantee. The Guarantor unconditionally and irrevocably waive any and all rights provided under Articles 333, sole paragraph, 366, 368, 821, 827, 829, 830, 832, 833, 834, 835, 837, 838 and 839 of the Brazilian Civil Code and Articles 130 and 794 of the Brazilian Civil Procedure Code. If any Holder or the Surviving Corporation shall, and if Parent and Trustee is required by any court or otherwise to return to the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyIssuer, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees)Guarantor, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officerCustodian, trustee, partner or fiduciary of another Person, pension liquidator or other employee benefit plan similar official acting in relation to the Issuer or enterprise the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in each case occurring on full force and effect. The Guarantor further agrees that, as between the Holders and the Trustee (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of its Guarantee notwithstanding any stay, injunction or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within other prohibition preventing such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification acceleration in respect of any such Claim or Claims shall continue until the final disposition of any obligations guaranteed hereby, and all such Claims. Without limiting the foregoing, (y) in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses acceleration of counsel selected by each Indemnified Party, promptly after statements therefor are received, such obligations as provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnificationArticle Six, such Indemnified Party obligations (whether or not due and payable) shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; forthwith become due and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving payable by the claimant to such Indemnified Party Guarantor for the purpose of an unconditional release from all liability in respect of such claimits Guarantee.

TABLE OF CONTENTS. ARTICLE X (bcont’d) To The Reinsurer shall be liable only for the fullest extent permitted amounts reinsured with the Reinsurer and shall not be or become liable for any amounts or reserves to be held by the Company on policies reinsured under applicable Law, commencing at this Agreement with the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or Company. In the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee event of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyinsolvency of the Company, the “Indemnified Parties”) against all costs and expenses (including reinsurance obligations under this Agreement shall be payable by the Reinsurer directly to the Company, its liquidator, supervisor, receiver, rehabilitator, conservator or statutory successor, immediately upon demand, with reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, provision for verification on the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer basis of the Company claims allowed against the insolvent company by any court of competent jurisdiction or by any Company Subsidiary rehabilitator, supervisor, receiver, conservator, liquidator or their serving at the request statutory successor having authority to allow such claims without diminution because of the Company insolvency of the Company, or because the rehabilitator, conservator, supervisor, receiver, liquidator or statutory successor has failed to pay all or a portion of any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedclaims. It is understood, however, that in the event any Claim of such insolvency, the rehabilitator, conservator, supervisor, receiver, liquidator or Claims for indemnification are made statutory successor of the Company shall give written notice of the pendency of a claim against the Company on the policy reinsured within a reasonable time after such six-year (or within claim is filed in the insolvency proceedings, and that during the pendency of such longer period provided for in any applicable statute of limitations) claim, the Reinsurer may investigate such claims and one-month periodinterpose, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingat its own expense, in the event of proceedings where such claim is to be adjudicated, any Claim, (i) Parent defense or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect defenses which it may deem available to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified PartyCompany or its liquidator, promptly after statements therefor are receivedrehabilitator, provided supervisor, receiver, conservator or statutory successor. It is further understood that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationexpense thus incurred by the Reinsurer shall be chargeable, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to court approval, against the Company as part of the expense of conservation or liquidation to the extent of a proportionate share of the benefit, which may accrue to the Company solely as a result of the defense undertaken by the Reinsurer. Where two or more reinsurers are involved in the same claim and a majority in interest elects to interpose defense to such claim, the expense shall be apportioned in accordance with the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in reinsurance Agreement as though the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, Company had incurred such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claimexpense. The Indemnified Party Company shall have recapture eligible business in accordance with the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.following rules:

TABLE OF CONTENTS. (b) To If the fullest extent permitted under applicable LawCompany delivers a notice or communication to Securityholders, commencing it shall deliver a copy to the Trustee and each Agent at the Effective Time and continuing for six (6) years (same time. In case by reason of the suspension of regular mail service, or for by reason of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such longer period method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. In the case of Global Securities, notices or communications to be given to Securityholders shall be given to the Depository, in accordance with its applicable policies as in effect from time to time. In addition to the manner provided for in any applicable statute of limitations) and one (1) month thereafterthe foregoing provisions, Parent notices or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of communications to Securityholders shall be given by the Company by release made to Reuters Economic Services and each Company Subsidiary Bloomberg Business News. The Trustee shall have the right to accept and their respective estatesact upon instructions, heirs, personal representatives, successors and assigns including funds transfer instructions (collectively, the “Indemnified PartiesInstructions”) against all costs given by the Company pursuant to this Indenture and expenses delivered using unsecured e-mail, facsimile transmission or other similar unsecured electronic methods (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim pdf files) (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement“Electronic Means”); provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (each, an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. Unless otherwise provided in this Indenture or in any Security, the event words “execute,” “execution,” “signed” and “signature” and words of similar import used in or related to any Claim document to be signed in connection with this Indenture, any Security or Claims for indemnification are made within such sixany of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Adobe Sign or any other digital signature provider identified by any other party hereto and acceptable to Trustee) and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-year (or within such longer period based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable statute law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to procedures approved by the Trustee. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of limitationssuch Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that Instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such Instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (a) to assume all risks arising out of the use of electronic signatures and one-month periodElectronic Means to submit notices or Instructions to the Trustee, all rights including without limitation the risk of the Trustee acting on unauthorized notice or Instructions, and the risk of interception and misuse by third parties; and (b) to indemnification in respect notify the Trustee immediately upon learning of any such Claim compromise or Claims unauthorized use of the security procedures. Any notice, direction, request or demand hereunder to or upon the Trustee shall continue until the final disposition of any and be deemed to have been sufficiently given or made, for all such Claims. Without limiting the foregoingpurposes, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, in writing and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving actually received by the claimant to such Indemnified Party Trustee, addressed as provided above or sent electronically in PDF format. Table of an unconditional release from all liability in respect of such claim.Contents

TABLE OF CONTENTS. (b) To Notwithstanding the fullest extent permitted under applicable Lawforegoing, commencing at upon the Effective Time and continuing for six (6) years (occurrence of a Trigger Event, any Rights that are or for such longer period provided for in any applicable statute of limitations) and one were acquired or Beneficially Owned by (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company Acquiring Person or any Company Subsidiary Associate or their serving at the request Affiliate thereof, (2) a transferee of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year Acquiring Person (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim Associate or Claims shall continue until Affiliate) who becomes a transferee after the final disposition Acquiring Person becomes such, or (3) a transferee of any and all such Claims. Without limiting the foregoing, in the event Acquiring Person (or of any Claimsuch Associate or Affiliate) who becomes a transferee prior to or concurrently with the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights or (iB) Parent a transfer which the Board has determined is part of a plan, arrangement or the Surviving Corporation shallunderstanding which has as a primary purpose or effect avoidance of this Section 11.1.2, and if Parent subsequent transferees, shall become void without any further action, and any holder (whether or not such holder is an Acquiring Person or an Associate or Affiliate of an Acquiring Person) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement or otherwise. From and after the Surviving Corporation do not promptly do soTrigger Event, Holding no Right Certificate shall (x) periodically advance be issued pursuant to Sections 3 or 6 that represents Rights that are or have become void pursuant to the provisions of this paragraph, and any Right Certificate delivered to the Rights Agent that represents Rights that are or have become void pursuant to the provisions of this paragraph shall be canceled. The Company shall use all reasonable fees and expenses (including attorneys fees) efforts to ensure that the provisions of this Section 11.1.2 are complied with, but shall have no liability to any holder of Right Certificates or any other Person as a result of its failure to make any determinations with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Partyany Acquiring Person or its Affiliates, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced Associates or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimtransferees hereunder.

TABLE OF CONTENTS. (b) To Prior to any Subject Issuance, and no later than the fullest extent permitted under applicable Lawdate on which the Company Board approves such Subject Issuance, commencing at the Effective Time and continuing for six Company shall provide the Shareholder with ten (610) years Business Days’ prior written notice of such Subject Issuance or, if earlier, the expected date of entry by the Company into a binding agreement to effect such Subject Issuance (or for if such longer notice period provided for is not reasonably practicable under the circumstances, the maximum prior written notice as is reasonably practicable but, in any applicable statute no event, less than five (5) Business Days’ prior written notice) (such period between such notice and the date of limitations) and one (1) month thereafter, Parent the Subject Issuance or the Surviving Corporation shallexpected date of entry into such contract, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyapplicable, the “Indemnified PartiesNotice Period”) against all costs of such proposed Subject Issuance (including, in the case of a registered public offering and expenses (including reasonable attorneys’ fees)to the extent reasonably available, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer a copy of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that prospectus included in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification registration statement filed in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingoffering or, in the event case of any Claiman offering exempt from registration, the private placing memorandum or similar offering documents in respect of such offering), (i) Parent or describing (A) the Surviving Corporation shallanticipated amount of Subject Securities, price and if Parent and other material terms upon which the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect Company offers to sell Subject Securities to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationShareholder, and (yB) vigorously assist each Indemnified Party in such defensethe number of Subject Securities the Shareholder is entitled to purchase pursuant to this Article IV, and (ii) containing a binding offer to sell Subject Securities to the Shareholder subject to the consummation of the Subject Issuance. If prior to any such Subject Issuance, there is a material change in the terms of this Section 7.1such Subject Issuance, Holdingthen prior to such Subject Issuance, Parent the Company shall provide the Shareholder with fifteen (15) Business Days’ prior written notice (or if such notice period is not reasonably practicable under the circumstances, the maximum prior written notice as is reasonably practicable but, in no event, less than ten (10) Business Days’ prior written notice) describing such change (such period between such notice and the Surviving Corporation shall cooperate in date of the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnificationSubject Issuance, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit also a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim“Notice Period”).

TABLE OF CONTENTS. the Other Company Representations (bi.e., those representations and warranties of the Company that are not contained in Section 5.02(c) To of the fullest extent permitted under applicable LawMerger Agreement and that are not Specified Company Representations), commencing disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); except that the Effective Time Other Company Representations as thus modified shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; • Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company regarding the accuracy of the representations and continuing for six warranties of the Company to the above-specified standards, as applicable; • the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Acceptance Time, certifying: (6i) years the approval of the Company Board of the Merger Agreement and the transactions contemplated thereby, (ii) the certificate of incorporation and bylaws (or for such longer period provided for in any applicable statute of limitationssimilar governing documents) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each of its Subsidiaries, (iii) the name, title, incumbency and signatures of the officers authorized to execute the Merger Agreement and the other agreements contemplated thereby to which the Company Subsidiary is a party, and their respective estates(iv) any and all Company Board, heirscommittee and stockholder resolutions, personal representativesconsents or other actions taken by the Company Board, successors any committee of the Company Board or the stockholders between the date of the Merger Agreement and assigns the Acceptance Time; • the Company shall have performed in all material respects its obligations under the Merger Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; • there shall not be instituted, pending or overtly threatened any Proceeding (collectivelywhich is defined to include any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel) initiated by any Governmental Authority: • challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the Offer, the “Indemnified Parties”acceptance for payment by Purchaser of the Shares tendered pursuant to the Offer or the consummation of the Merger or seeking to obtain material damages in connection therewith; • seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) against of all costs or any material portion of the business, assets or products of the Company and expenses its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole; • seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Shares or any shares of common stock of the Surviving Corporation, including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid the right to vote such shares on all matters properly presented to the Company’s stockholders; or • seeking in connection with any Claim (whether asserted prior to, at or afterthe Offer, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of Merger and the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedthe Merger Agreement to require divestiture by Parent, howeverPurchaser or any of Parent’s other Affiliates of any Equity Interests (which are defined to include any share, that in the event any Claim capital stock, partnership, member or Claims for indemnification are made within such six-year (or within such longer period provided for similar interest in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shallentity, and if Parent and the Surviving Corporation do not promptly do soany option, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Partywarrant, promptly after statements therefor are receivedright or security convertible, provided that the Indemnified Party to whom fees and expenses are advanced exchangeable or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.exercisable therefor);

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the conditions to the Offer described in Section 13—"Conditions of the Offer" (b) To including, if the fullest extent permitted under applicable LawOffer is extended or amended, commencing at the Effective Time terms and continuing conditions of any extension or amendment), Purchaser will accept for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shallpayment, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month periodpay for, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect Shares validly tendered pursuant to the foregoing Offer and pay not withdrawn prior to the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject Expiration Time. Pursuant to the terms of this Section 7.1the Merger Agreement, Holdingunless extended or amended in accordance with the Merger Agreement, Parent the Offer would expire on the later of January 4, 2016 and the Surviving Corporation shall cooperate date that is 20 business days following the commencement of the Offer. Purchaser expressly reserves the right (but is not obligated), in whole or in part, to waive any Offer Condition (as defined below) (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the defense terms and conditions of any matterthe Offer. If any Claim is commenced as to which an Indemnified Party desires to receive indemnificationHowever, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice pursuant to the Surviving Corporation shall not affect the indemnification obligations of HoldingMerger Agreement, Parent or the Surviving Corporation hereunder except to the extent Purchaser has agreed that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall it will not, without the prior written consent of an Indemnified PartyPep Boys, settle or compromise any Claim, or permit a default or consent (a) reduce the number of Shares subject to the entry Offer, (b) reduce the Offer Price or change the form of consideration payable in the Offer, (c) change, modify or waive the Minimum Condition, (d) add to the conditions set forth on Exhibit A to the Merger Agreement (and described below in Section 13—"Conditions of the Offer") (together with the Minimum Condition, the "Offer Conditions") or modify or change any Offer Condition in a manner adverse to any shareholders of Pep Boys, (e) except as otherwise provided in the Merger Agreement, extend or otherwise change the Expiration Time or (f) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any shareholders of Pep Boys. Purchaser reserves the right (but is not obligated) under the Merger Agreement to extend the Offer for one or more periods determined by Purchaser of up to 20 business days per extension (the length of any judgment such extension to be determined by Purchaser (or BSRO on its behalf) in respect thereofits sole discretion) if at any then-scheduled Expiration Time any of the Offer Conditions have not been satisfied (and, to the extent permitted, shall not have been waived by BSRO or Purchaser). Upon the terms and conditions of the Merger Agreement, Purchaser is required to extend the Offer on one or more occasions: • at the request of Pep Boys, for periods determined by Purchaser (or BSRO on its behalf) in its sole discretion of up to 20 business days each if, at the then-scheduled expiration of the Offer, any of the Offer Conditions are not satisfied or, to the extent permitted, waived; or • if required by any law, rule or regulation, including any interpretation or position of the SEC or its staff or the NYSE, applicable to the Offer. Purchaser is not, however, required to extend the Offer or the Expiration Time beyond the Termination Date. The Termination Date depends on the reason for the extension of the Offer. The Termination Date is February 26, 2016 unless such settlementall the Offer Conditions have been satisfied or waived except for those related to obtaining antitrust approval, compromise or consent includesin which case, under certain circumstances, the Termination Date will be extended to July 26, 2016. Upon the terms and subject to the conditions of the Offer, Purchaser will be required, as an unconditional term thereofpromptly as practicable following the Expiration Time, to accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the giving by Offer and will be required, as promptly as practicable, to accept and pay for any Shares validly tendered in a subsequent offering period. Purchaser may, in its sole discretion, elect to provide a subsequent offering period for the claimant Offer in accordance with Rule 14d-11 under the Exchange Act if there shall not have been validly tendered and not withdrawn that number of Shares necessary to such Indemnified Party effect a short-form merger of an unconditional release from all liability Pep Boys. Subject to its obligations under the Merger Table of Contents Agreement to extend the Offer, under the Merger Agreement, Purchaser will not be required to accept for payment or pay for any tendered Shares in respect the event that certain Offer Conditions have not been (or will not be capable of such claimbeing) satisfied.

TABLE OF CONTENTS. Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase: (bi) To none of BGC, the fullest extent permitted under applicable LawPurchaser and, commencing at to BGC’s and the Effective Time Purchaser’s knowledge, the persons listed in Schedule I hereto or any associate or majority owned subsidiary of BGC, the Purchaser or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of GFI; (ii) none of BGC, the Purchaser and, to BGC’s and continuing for six the Purchaser’s knowledge, the persons or entities referred to in clause (6i) years above has effected any transaction in the Shares during the past 60 days; (iii) none of BGC, the Purchaser and, to BGC’s and the Purchaser’s knowledge, the persons listed in Schedule I to this Offer to Purchase, has any contract, arrangement, understanding or for such longer period provided for in relationship with any applicable statute other person with respect to any securities of limitations) and one GFI (1) month thereafterincluding, Parent but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect voting of any such Claim securities, joint ventures, loan or Claims shall continue until the final disposition option arrangements, puts or calls, guaranties of any and all such Claims. Without limiting the foregoingloans, in the event of any Claim, (i) Parent guaranties against loss or the Surviving Corporation shallgiving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer to Purchase, there have been no transactions between BGC, the Purchaser, its subsidiaries or, to BGC’s and the Purchaser’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and if Parent GFI or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (v) during the Surviving Corporation do not promptly do sotwo years before the date of this Offer to Purchase, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect there have been no contacts, negotiations or transactions between BGC, the Purchaser, their subsidiaries or, to BGC’s or the foregoing and pay Purchaser’s knowledge, any of the reasonable fees and expenses of counsel selected by each Indemnified Partypersons listed in Schedule I to this Offer to Purchase, promptly after statements therefor are received, provided that on the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnificationone hand, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent GFI or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holdingits subsidiaries or affiliates, Parent on the other hand, concerning a merger, consolidation or the Surviving Corporation. Holdingacquisition, Parent and the Surviving Corporation shall be liable only for any settlement a tender offer or other acquisition of any Claim against securities, an Indemnified Party made with Parent election of directors or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent a sale or other transfer of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry material amount of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimassets.

TABLE OF CONTENTS. The Company is not required to pay any fees, incur or reimburse any costs or expenses (b) To other than attorneys’ fees arising in connection with the fullest extent permitted fulfillment of the Company’s obligations under applicable Lawthis provision), commencing or make any payment in connection with any Company Note (other than in connection with the settlement of any conversion obligation), prior to the occurrence of the Effective Time. Prior to the Effective Time, subject to the last sentence of the first paragraph of this section “Treatment of Certain Indebtedness,” the Company will facilitate the execution and delivery of a supplemental indenture to the Trustee of the Company Notes at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafterthe “Supplemental Indenture”), Parent or which will provide that, effective at the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmlessEffective Time, each present outstanding Company Note will no longer be convertible into shares of common stock and former directorwill be convertible solely into the note merger consideration that the holders of such Company Notes are entitled to receive pursuant to the Merger upon conversion in accordance with the Company Indenture. Subject to the last sentence of the first paragraph of this section “Treatment of Certain Indebtedness”, officer or employee the Company will take all actions required to be performed by it prior to the Effective Time pursuant to the terms of the Company Indenture in connection with the Offer, the Offer Closing, the Merger, and each the other transactions contemplated by the Merger Agreement, including the delivery to the Trustee of any documents or instruments required prior to the Effective Time under the terms of the Company Subsidiary Indenture in connection with the Offer, the consummation of the Merger and their respective estatesthe other transactions contemplated by the Merger Agreement. The Company will, heirsand will cause its subsidiaries to, personal representativesdeliver all notices and take all other reasonable actions to cause (i) the repayment in full on the closing date (or in the case of any letters of credit, successors cash collateralization, to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank) of all obligations then outstanding under, (ii) the release on the closing date in connection with such repayment of any and assigns all liens, security interests, pledges, or other encumbrances securing such obligations under, and (collectivelyiii) the termination (to the extent provided therein and pursuant to the terms thereof) on the closing date (such repayment, release, and termination, the “Indemnified PartiesExisting Credit Facility Termination”) against all costs of, the Credit Agreement, dated as of February 28, 2014, by and expenses among the Company, Dealertrack Canada Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A. , as administrative agent (including reasonable attorneys’ feesthe “Company Credit Agreement”), judgmentsincluding using reasonable best efforts to obtain a payoff letter in customary form from the agent under the Credit Agreement; provided, fines, losses, claims, damages, liabilities that Parent will provide all funds required to effect all such repayments and settlement amounts paid cash collateralization of letters of credit and in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of no event shall the Company or any Company Subsidiary of its subsidiaries be required to (x) cause the Existing Credit Facility Termination to be effective until the Closing has occurred; or their serving at the request of (y) require the Company or any Company Subsidiary as directorof its subsidiaries to pay any fees, officerincur or reimburse any costs or expenses, trusteeor make any payment, partner incur any other liability or fiduciary of another Persongive any indemnities in connection with the Existing Credit Facility Termination, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect prior to the foregoing and pay occurrence of the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and Closing Date (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that Parent promptly reimburses (in the failure to so notify has prejudiced case of ordinary course out-of-pocket costs and expenses) or provides the Surviving Corporation funding (in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, all other cases) to the extent consistent Company or such subsidiary therefor) or incur any liability in connection with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the Existing Credit Facility Termination that is effective prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry occurrence of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimClosing Date.

TABLE OF CONTENTS. (b) To No fraction of a share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a share of Common Stock, the fullest extent permitted under applicable LawCompany shall, commencing upon exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder. Upon any exercise of the Warrant for less than the total number of full shares of Common Stock provided for herein, there shall be issued to the Registered Holder hereof or his assignee a new Warrant Certificate covering the number of shares of Common Stock for which the Warrant has not been exercised. Warrant Certificates, when surrendered at the Effective Time office or agency of the Warrant Agent by the Registered Holder hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and continuing subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for six (6) years (another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants. Upon due presentment for such longer period registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for in any applicable statute tax or other governmental charge. The Company and the Warrant Agent may deem and treat the Registered Holder as the absolute owner of limitations) and one this Warrant Certificate (1) month thereafternotwithstanding any notation of ownership or other writing hereon made by anyone), Parent or for the Surviving Corporation shallpurpose of any exercise hereof, of any distribution to the Registered Holder, and if Parent for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. This Warrant does not entitle the Registered Holder to any of the rights of a stockholder of the Company. Subject to Section 6.4 of the Warrant Agreement, the Company may redeem all, but not less than all, of the Public Warrants and the Surviving Corporation do not promptly do soUnderwriters’ Warrants, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee at the option of the Company Company, at any time after such Warrants become exercisable and each Company Subsidiary and prior to their respective estatesexpiration, heirsat the office of the Warrant Agent, personal representativesupon the notice referred to in Section 6.2 of the Warrant Agreement, successors and assigns at the price of $0.01 per Warrant (collectively, the “Indemnified PartiesRedemption Price”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event last sales price of the Common Stock has been equal to or greater than the Floor Price on each of 20 trading days within any Claim or Claims for indemnification are made within such six-year (or within such longer 30 trading day period provided for in any applicable statute ending three Business Days prior to the date on which notice of limitations) redemption is given; and one-month periodprovided, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) further that with respect to the Public Warrants and the Underwriters’ Warrants such Warrants (and the Common Stock issuable upon the exercise of such Warrants) are covered by an Table of Contents effective registration statement from the date of notice of redemption through the date fixed for redemption. If the foregoing conditions are satisfied, and the Warrants are called for redemption, each Registered Holder will be entitled to exercise their Warrants prior to the date scheduled for redemption. In the event the Company calls the Warrants for redemption pursuant to Section 6.1 of the Warrant Agreement, the Company shall have the option to require all (but not part) of the holders of those Warrants who elect to exercise their Warrants prior to the date scheduled for redemption to exercise the Warrants on a cashless basis. If the Company requires holders of the Warrants to exercise the Warrants on a cashless basis, the holder of such Warrants shall pay the reasonable fees Warrant Price by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Redemption Fair Market Value and expenses the Warrant Price of counsel selected the Warrants by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party the Redemption Fair Market Value. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in such defense, the notice of redemption shall be canceled on the books of the Company and have no further value except for the $0.01 redemption price. The securities represented by this Warrant Certificate (iiincluding the securities issuable upon the exercise of the Warrant) are subject to the terms and conditions set forth in the Warrant Agreement dated as of this Section 7.1[ ], Holding2008, Parent by and between the Company and the Surviving Corporation shall cooperate in Warrant Agent (the defense “Warrant Agreement”). Copies of any mattersuch agreement may be obtained by the holder hereof at the Warrant Agent’s principal place of business without charge. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall Capitalized terms used herein but not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party defined shall have the right meaning set forth in the Warrant Agreement. OPEN ACQUISITION CORP. By: Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: Name: Title: Table of Contents ELECTION TO PURCHASE To Be Executed by the Registered Holder in Order to retain counsel Exercise Warrants The undersigned Registered Holder irrevocably elects to exercise _______________________ Warrants represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon the exercise of such Indemnified Party’s own choice to represent Warrants, and requests that Certificates for such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shares shall be liable only issued in the name of (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for any settlement the balance of any Claim against an Indemnified Party made with Parent or such Warrants be registered in the Surviving Corporation written consent. Holdingname of, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereofdelivered to, the giving Registered Holder at the address stated below: Dated: (SIGNATURE) (ADDRESS) (TAX IDENTIFICATION NUMBER) Table of Contents ASSIGNMENT To Be Executed by the claimant Registered Holder in Order to such Indemnified Party Assign Warrants For Value Received, __________________________________ hereby sells, assigns, and transfers unto (PLEASE TYPE OR PRINT NAME AND ADDRESS) (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER) and be delivered to (PLEASE PRINT OR TYPE NAME AND ADDRESS) ___________________________________ of an unconditional release from all liability the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint __________________________________________________________ Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in respect of such claim.the premises. Dated:

TABLE OF CONTENTS. Lenders and, in the case of an amendment, also by the Borrower, except that: (i) (A) except as provided in Section 9.12, the consent of each of the Lenders shall be required for any release of all or substantially all of the value of the Guaranty under Article 3, or any contractual subordination of the payment of the Obligations to any other Indebtedness, (B) the consent of each of the Lenders affected thereby shall be required for any extensions, postponements or delays of the Maturity Date or the scheduled date of payment of interest or principal or fees, or any reduction of principal (without a corresponding payment with respect thereto), or reduction in the rate of interest or fees due to the Lenders hereunder or under any other Loan Documents (other than a waiver in respect of matters related to the Default Rate, which shall require the approval of only the Required Lenders), or any amendment or modification of the definition of “Applicable Margin” or the definition of any component thereof if the effect thereof is to reduce the rate of interest or fees due to the Lenders hereunder or under any other Loan Documents, (C) the consent of each of the Lenders affected thereby shall be required for any amendment of this Section 10.12 or of the definition of “Required Lenders” or any other provision of the Loan Documents specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder; (D) the Commitments of a Lender may not be increased without the consent of such Lender; and (E) the consent of each of the Lenders shall be required for any amendment to Section 2.11 or 2.12; (ii) the consent of the Guarantors and the Required Lenders shall be required for any amendment to Article 3; and (iii) the consent of the Administrative Agent only shall be required to amend Schedule 1.1(a) to reflect assignments of all or any portion of the Commitments and Loans in accordance with this Agreement; provided that any amendment or waiver under this Agreement or the other Loan Documents which by its terms requires the consent of all Lenders or each affected Lender may be accomplished without the consent of any Defaulting Lender except that (a) the Commitments of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (b) To any waiver, amendment or modification requiring the fullest extent permitted under applicable Lawconsent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything contained herein to the contrary, commencing at this Agreement may be amended and restated without the Effective Time and continuing for six consent of any Lender (6) years (or for such longer period provided for in any applicable statute but with the consent of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent Borrower and the Surviving Corporation do not promptly do soAdministrative Agent) if, Holding shallupon giving effect to such amendment and restatement, indemnifysuch Lender shall no longer be a party to this Agreement (as so amended and restated), defend and hold harmless, each present and former director, officer or employee the portion of the Company Commitment of such Lender shall have terminated (but such Lender shall be entitled to the benefit of Article 11 and Section 10.2), such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement. Any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency and to reflect entity name changes and organizational restructurings permitted hereunder so long as, in each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelycase, the “Indemnified Parties”Lenders shall have received at least five (5) against all costs Business Days’ prior written notice thereof and expenses (including reasonable attorneys’ fees)the Administrative Agent shall not have received, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer within five Business Days of the Company or any Company Subsidiary or their serving at the request date of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect Lenders, a written notice from the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent Required Lenders stating that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant Required Lenders object to such Indemnified Party of an unconditional release from all liability in respect of such claimamendment.

TABLE OF CONTENTS. shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import; (bviii) To “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (ix) references to any Applicable Law shall be deemed to refer to such Applicable Law as amended from time to time and to any rules or regulations promulgated thereunder; (x) references to any Person include the fullest extent successors and permitted under assigns of that Person; (xi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (xii) references to “dollars” and “$” means U.S. dollars; (xiii) the term “made available” and words of similar import mean that the relevant documents, instruments or materials were (A) with respect to Parent, posted and made available to Parent on the applicable Law, commencing at the Effective Time and continuing for six (6) years due diligence data site (or for such longer period provided for in any applicable statute of limitations“clean room” or as otherwise provided on an “outside counsel only” basis) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if with access provided to Parent and its Representatives, or, with respect to the Surviving Corporation do not promptly do soCompany, Holding shall, indemnify, defend and hold harmless, each present and former director, officer posted or employee of made available to the Company on the applicable due diligence data site (or in any “clean room” or as otherwise provided on an “outside counsel only” basis) with access provided to the Company and its Representatives, as applicable, in each Company Subsidiary case, prior to the execution and their respective estates, heirs, personal representatives, successors delivery of this Agreement; (B) provided via email or in person prior to the execution and assigns (collectively, the “Indemnified Parties”) against all costs and expenses delivery of this Agreement (including reasonable attorneys’ feesmaterials provided to outside counsel), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid ; or (C) filed or furnished to the SEC prior to the date of this Agreement; (xiv) the word “extent” in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining phrase “to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at extent” shall mean the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension degree to which a subject or other employee benefit plan or enterprise in each case occurring on or before theory extends and such phrase shall not mean “if”; (xv) the Effective Time (including the transactions contemplated by this Agreement); provided, however, that parties hereto have participated jointly in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute negotiation and drafting of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoingthis Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any Claimprovision of this Agreement, (ixvi) Parent references to the Company Shareholders or other holders of Company Ordinary Shares shall be deemed to include holders of any Company ADS unless the Surviving Corporation shallcontext otherwise requires (it being understood, for the avoidance of doubt, that Company ADSs are not themselves being acquired under the Scheme of Arrangement and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, constitute Scheme Shares); and (yxvii) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1“or”, Holding, Parent “any” and the Surviving Corporation shall cooperate in the defense of any matter“either” are not exclusive. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.TABLE OF CONTENTS

TABLE OF CONTENTS. (b) To the fullest extent permitted thereafter use or disclose any information or data furnished under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) Agreement with respect to such SCJ LICENSED PRODUCTS; (v) CMI shall deliver to SCJ all customer lists for the foregoing and pay sale of SCJ LICENSED PRODUCTS during the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and prior twelve (y12) vigorously assist each Indemnified Party in such defense, and months; (iivi) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party SCJ shall have the right to retain counsel stop shipments of SCJ LICENSED PRODUCTS and products bearing a HOUSE XXXX, TRADE NAME or COMBINATION BRAND by CMI and its subsidiaries; (vii) CMI shall, and shall cause its subsidiaries to, promptly adopt trademarks for its products that are not similar to the LICENSED BRANDS and shall, and cause its subsidiaries to, adopt new house marks and trade names which do not use the name “XXXXXXX” and are not similar to the HOUSE MARKS or TRADE NAMES (provided that the use of “DIVERSEY” alone shall not be deemed similar to any HOUSE XXXX or TRADE NAME); (viii) CMI shall, and shall cause its subsidiaries to, take all steps necessary to change its corporate name to a name that does not include “XXXXXXX”, including a vote of the shareholders, making necessary filings, publications and notices and ceasing to identify itself with references to “XXXXXXX”. CMI shall cause its subsidiaries to amend their corporate charters and/or vote for the name change. CMI shall cause its subsidiaries and all subsequent subsidiaries to take the necessary post-termination actions to accomplish the change(s) of name; and (ix) CMI shall, and cause its subsidiaries to, cooperate in efforts to avoid consumer confusion as to source, sponsorship or association. (r) Upon termination only of CMI’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY, including due to this Agreement becoming a CMI JD LICENSE or THIRD PARTY JD LICENSE: (i) Except as otherwise permitted pursuant to Section 30 hereof, CMI shall cease all use of, and shall not thereafter adopt, use, register or otherwise claim or have rights in, any LICENSED BRANDS, LICENSED TECHNOLOGY and LICENSED PRODUCT MATERIALS, including use in advertising or promotion or on letterhead, business cards, invoices, etc., and all rights granted to CMI with respect thereto pursuant to this Agreement shall revert to SCJ; (ii) All money credits of either party which are due the other shall promptly be paid and accounted for; (iii) All sublicenses of the LICENSED BRANDS and LICENSED TECHNOLOGY granted by CMI hereunder shall terminate and CMI shall notify its Table of Contents sublicensees of such Indemnified Party’s own choice termination immediately following receipt of notice of termination of its license of the LICENSED BRANDS and LICENSED TECHNOLOGY from SCJ; (iv) CMI shall immediately notify and accordingly terminate all contract manufacturing agreements for SCJ LICENSED PRODUCTS and shall promptly deliver to represent SCJ all information, formula cards, processing instructions, correspondence and other data relating to the manufacture, processing or packaging of the SCJ LICENSED PRODUCTS, and shall not thereafter use or disclose any information or data furnished under this Agreement with respect to such personSCJ LICENSED PRODUCTS; (v) CMI shall deliver to SCJ all customer lists for the sale of SCJ LICENSED PRODUCTS during the prior twelve (12) months; (vi) SCJ shall have the right to stop shipments of SCJ LICENSED PRODUCTS by CMI and such counsel its subsidiaries; (vii) CMI shall, and shall cause its subsidiaries to, promptly adopt trademarks for its products that are not similar to the extent consistent LICENSED BRANDS; (viii) CMI shall, and cause its subsidiaries to, cooperate in efforts to avoid consumer confusion as to source, sponsorship or association. (s) Upon termination of CMI’s and its sublicensee’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY in a sublicensed territory or this Agreement becoming a CMI JD LICENSE or THIRD PARTY JD LICENSE in a sublicensed territory or termination of this Agreement with respect to a sublicensed territory, the provisions of Section 18(q) or Section 18(r), respectively, shall apply but only with respect to such sublicensed territory. (t) CMI acknowledges and agrees that, except as permitted pursuant to Section 18 hereof, any continued use of the COMMERCIAL MARKS or LICENSED TECHNOLOGY following termination of this Agreement, or continued use of the LICENSED BRANDS or LICENSED TECHNOLOGY following termination of CMI’s license thereunder, shall constitute infringement thereof and SCJ shall have the right to obtain temporary, preliminary and permanent injunctive relief against CMI’s and/or its sublicensees’ continued use thereof, in addition to all other remedies available to SCJ, and CMI shall be responsible for reimbursement to SCJ of all attorneys’ fees spent in enforcing its rights hereunder. (u) CMI anticipates that it will acquire ownership of the DIVERSEY TRADE XXXX and the DIVERSEY TRADE NAME in connection with its professional responsibilitiesacquisition of the DiverseyLever business. SCJ agrees that it will not at any time do, cooperate with Holdingcause to be done or assist others in doing, Parent any act or thing contesting or in any way intending to impair CMI’s exclusive ownership of the DIVERSEY TRADE XXXX and the Surviving Corporation DIVERSEY TRADE NAME. In the event CMI acquires such ownership, CMI and any counsel designated by any SCJ shall execute a license agreement in the form attached as Schedule 18(u) pursuant to which CMI will license the DIVERSEY TRADE XXXX 38 Table of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.Contents

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(b) To the fullest extent permitted under applicable LawThe Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee irrespective of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyidentity of the Company, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees)validity, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with regularity or enforceability of any Claim (whether asserted prior to, at such Security or aftercoupon appertaining thereto or this Indenture, the Effective Time) arising out absence of any action to enforce the same, any waiver or pertaining consent by the Holder of any such Security or coupon appertaining thereto with respect to any action or omission in their capacity as director or officer provisions thereof, the recovery of any judgment against the Company or any Company Subsidiary action to enforce the same, or their serving at any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the request event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantees will not be discharged except by complete performance of its obligations contained in any such Security or coupon appertaining thereto and in this Guarantee. If the Trustee or the Holder of any Security or any coupon appertaining thereto is required by any court or otherwise to return to the Company or the Guarantor, or any Company Subsidiary as directorcustodian, officerreceiver, liquidator, assignee, trustee, partner or fiduciary of another Person, pension sequestrator or other employee benefit plan similar official acting in relation to the Company or enterprise the Guarantor, any amount paid to the Trustee or such Holder in each case occurring respect of a Security or any coupons appertaining thereto, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or before other prohibition extant under any applicable bankruptcy law preventing such acceleration in respect of the Effective Time obligations guaranteed hereby. The Guarantor shall be subrogated to all rights of the Holders of the Securities of a series (including and of any coupons appertaining thereto) against the transactions contemplated Company in respect of any amounts paid by the Guarantor on account of such Securities or any coupons appertaining thereto or this Agreement)Indenture; provided, however, that in the event Guarantor shall not be entitled to enforce or to receive any Claim payments arising out of, or Claims for indemnification are made within based upon, such six-year right of subrogation until the principal of (or within such longer period provided for in any applicable statute of limitationsand premium, if any, on) and one-month periodinterest, if any, on all rights to indemnification in respect Securities of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party series shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporationbeen indefeasibly paid in full. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.Table Of Contents

TABLE OF CONTENTS. (b) To Notwithstanding the fullest extent permitted under rights described below in the section “— Availability of Specific Performance,” each of Parent and Purchaser acknowledged and agreed that if the Company Termination Fee becomes payable and is paid by Steinway as described in this section “— Termination Fees”, the right to receive the Company Termination Fee as described in this section “— Termination Fees”, together with reimbursement of any applicable LawParent Expenses, commencing at shall constitute the Effective Time sole and continuing exclusive remedy of Parent and Purchaser against Steinway and its subsidiaries and any of their respective former current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents affiliates or assignees for six (6) years (any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise, and upon payment of such longer period provided for amount, no such persons shall have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions. The parties to the Merger Agreement acknowledged that the agreements contained in the provisions described in this section “— Termination Fees” are an integral part of the Transactions and that, without those provisions, none of the parties would have entered into the Merger Agreement. If Steinway or Parent, as the case may be, fails to promptly pay any applicable statute of limitations) amount due as described in this section “— Termination Fees,” and one (1) month thereafter, either Parent or Steinway, as the Surviving Corporation shallcase may be, and if Parent and commences a suit that results in a judgment against the Surviving Corporation do not promptly do soother party, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of such paying party shall reimburse the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against other party for all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid ) incurred in connection with such suit, together with interest on such amount. Availability of Specific Performance. The Merger Agreement provides that Steinway shall not be entitled to specific performance or any Claim other equitable relief in order to cause Parent and Purchaser to consummate the Offer or the Merger or cause the Equity Financing to be funded (whether asserted prior tounder the Merger Agreement or the Equity Commitment Letter) unless (i) all conditions to the Offer and the closing of the Merger (other than those conditions that by their terms are to be satisfied at the Offer Closing or closing of the Merger, as applicable, but subject to the satisfaction of such conditions at the Offer Closing or afterclosing of the Merger, as applicable) have been satisfied or waived, (ii) Parent and Purchaser have failed to complete the closing of the Merger by the date the closing of the Merger is required to occur pursuant to the Merger Agreement, (iii) the Debt Financing has been funded or the Lenders have irrevocably confirmed to Parent in writing that the Debt Financing will be funded at the Offer Closing (if the Equity Financing is funded) and (iv) Steinway has irrevocably confirmed to Parent in writing that if specific performance is granted and the Debt Financing and the Equity Financing are funded, then the Offer Closing or closing of the Merger, as applicable, will occur. Subject to the foregoing paragraph, the Effective Time) arising out of or pertaining parties to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as directorMerger Agreement agreed that irreparable damage for which monetary damages, officereven if available, trusteewould not be an adequate remedy, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that would occur in the event that the parties to the Merger Agreement do not perform the provisions of the Merger Agreement in accordance with its specified terms or otherwise breach such provisions, and agreed that they shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions hereof, in addition to any Claim other remedy to which they are entitled at law or Claims for indemnification are made within such six-year (or within such longer period provided for in equity in any applicable statute of limitations) such event and one-month period, all rights prior to indemnification in respect the valid exercise of any such Claim or Claims shall continue until termination right by the final disposition of any and all such Claims. Without limiting the foregoing, parties as described above in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimsection “— Termination Fees.”

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(b) To Notwithstanding anything in this Agreement to the fullest extent permitted contrary, at any time prior to the Effective Time, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its outside legal advisors) that the failure to do so would cause it to violate its fiduciary duties under applicable Lawlaw, commencing at withdraw, modify or change its recommendation that the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee stockholders of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns approve this Agreement in a manner adverse to Purchaser (collectivelya “Change of Recommendation”); provided that prior to any such Change of Recommendation, the “Indemnified Parties”Company shall have complied in all material respects with Section 5.1, given Purchaser written notice promptly (and in any event within twenty-four (24) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Timehours) arising out of or pertaining to any action or omission in their capacity as director or officer advising it of the Company or any Company Subsidiary or their serving at the request decision of the Company Company’s Board of Directors to take such action and, in the event the decision relates to an Acquisition Proposal, given Purchaser the material terms and conditions of the Acquisition Proposal or any Company Subsidiary as directorinquiry, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement)identity of the person making any such Acquisition Proposal; and provided, howeverfurther, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights the decision relates to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, an Acquisition Proposal: (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding Company shall have given Purchaser three (x3) periodically advance reasonable fees and expenses (including attorneys fees) with respect Business Days after delivery of such notice to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject propose revisions to the terms of this Section 7.1Agreement (or make another proposal) and if Purchaser proposes to revise the terms of this Agreement, Holdingthe Company shall have negotiated, Parent and shall have caused its financial and legal advisors to negotiate, in good faith with Purchaser with respect to such proposed revisions or other proposal; and (ii) the Surviving Corporation Company’s Board of Directors shall cooperate have determined in good faith, after considering the defense results of such negotiations and giving effect to any proposals, amendments or modifications made or agreed to by Purchaser, if any, that such Acquisition Proposal constitutes a Superior Proposal. In the event the Company’s Board of Directors does not make the determination that such Acquisition Proposal constitutes a Superior Proposal and thereafter determines not to withdraw, modify or change its recommendation that the stockholders of the Company approve this Agreement in connection with a new Acquisition Proposal, the procedures referred to above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change. In the event of any matter. If any Claim is commenced as material revisions to which an Indemnified Party desires the Acquisition Proposal that result in terms that are less favorable to receive indemnificationthe Company, such Indemnified Party the Company shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure be required to give reasonably prompt deliver a new written notice to Purchaser and to again comply with the Surviving Corporation requirements of this Section 5.8(b) with respect to such new written notice, except that the three (3) Business Day period referred to above shall be reduced to two (2) Business Days. In addition to the foregoing, the Company shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except submit to the extent that vote of its stockholders any Acquisition Proposal other than the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimMerger.

TABLE OF CONTENTS. (bc) To Notwithstanding anything to the fullest extent permitted contrary contained in Section 7.4(b), if at any time following the No-Shop Period Start Date and prior to obtaining the Requisite Shareholder Vote, (i) the Company has otherwise complied in all material respects with its obligations under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent this Section 7.4 and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee Company has received a written Company Acquisition Proposal from a third party that the Board of Directors of the Company (acting through the Special Committee, if such committee still exists, or otherwise by resolution of a majority of its Disinterested Directors) believes in good faith to be bona fide and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, ii) the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out Board of or pertaining to any action or omission in their capacity as director or officer Directors of the Company (acting through the Special Committee, if such committee still exists, or otherwise by resolution of a majority of its Disinterested Directors) determines in good faith, after consultation with its independent financial advisors and outside counsel, that such Company Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, then the Company may (A) furnish information with respect to the Company and its Subsidiaries to the Person making such Company Acquisition Proposal and (B) participate in discussions or negotiations with the Person making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided, that the Company (x) will not, and will not allow Company Representatives to, disclose any non-public information to such Person without entering into an Acceptable Confidentiality Agreement, and (y) will promptly provide to Parent and Merger Sub any material non-public information concerning the Company Subsidiary or their serving at its Subsidiaries provided to such other Person which was not previously provided to Parent and Merger Sub (subject to the request right of the Company to withhold such portions of documents or information to the extent relating to pricing or other matters that are highly sensitive if the exchange of such information (or portions thereof), as reasonably determined by the Company’s counsel, would be reasonably likely to result in antitrust difficulties for the Company (or any of its Affiliates)). Notwithstanding anything to the contrary contained in Section 7.4(b), the Company Subsidiary as directorshall be permitted prior to obtaining the Requisite Shareholder Vote to take the actions described in clauses (A) and (B) above with respect to any Excluded Party. From and after the No-Shop Period Start Date, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time Company shall promptly (including the transactions contemplated by this Agreement); provided, however, that within one Business Day) notify Parent and Merger Sub in the event it receives a Company Acquisition Proposal from a Person or group of related Persons other than an Excluded Party, including the material terms and conditions thereof and the identity of the party making such proposal or inquiry, and shall keep Parent and Merger Sub reasonably apprised as to the status and any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) material developments, discussions and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until negotiations concerning the final disposition of any and all such Claimssame. Without limiting the foregoing, in from and after the event of any ClaimNo-Shop Period Start Date, the Company shall promptly (iwithin one Business Day) Parent or the Surviving Corporation shall, and if notify Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees Merger Sub orally and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments in writing if it is ultimately determined that such Indemnified determines to begin providing information or to engage in negotiations concerning a Company Acquisition Proposal received on or after the No-Shop Period Start Date from a Person or group of related Persons other than an Excluded Party is not entitled pursuant to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim7.4(c).

TABLE OF CONTENTS. (b) To the fullest extent permitted under applicable Law, commencing Guarantor’s choice at the Effective Time and continuing for six (6) years (or for such longer period provided for Guarantor’s expense to represent the Indemnified Person in any applicable statute of limitations) and one action for which indemnification is sought (1) month thereafter, Parent or in which case the Surviving Corporation shall, and if Parent and Guarantor shall not thereafter be responsible for the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs fees and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with of any Claim (whether asserted prior to, at separate counsel retained by the Indemnified Person or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity Persons except as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreementset forth below); provided, however, that in such counsel shall be satisfactory to the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for Indemnified Person. Notwithstanding the Guarantor’s election to appoint counsel to represent the Indemnified Person in any applicable statute of limitations) and one-month periodaction, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party Person shall have the right to retain employ separate counsel (including local counsel), and the Guarantor shall bear the reasonable fees, costs and expenses of such Indemnified Party’s own choice separate counsel, if (i) the use of counsel chosen by the Guarantor to represent such person; and the Indemnified Person would present such counsel shallwith a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Guarantor and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it and/or other Indemnified Persons which are different from or additional to those available to the extent consistent with its professional responsibilitiesGuarantor, cooperate with Holding, Parent and (iii) the Surviving Corporation and any Guarantor shall not have employed counsel designated by any satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of Holding, Parent the institution of such action or (iv) the Surviving CorporationGuarantor shall authorize the Indemnified Person to employ separate counsel at the expense of the Guarantor. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall The Guarantor will not, without the prior written consent of an the Indemnified PartyPersons, settle or compromise any Claim, or permit a default or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect thereof, of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Persons are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of includes an unconditional release of each Indemnified Person from all liability in respect arising out of such claim, action, suit or proceeding.

TABLE OF CONTENTS. (bd) To In order to provide for just and equitable contribution in the fullest extent permitted event of joint liability under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for Securities Act in any applicable statute case in which either (i) the Selling Stockholder makes a claim for indemnification pursuant to this Section 9.4 but it is judicially determined (by the entry of limitations) a final judgment or decree by a court of competent jurisdiction and one (1) month thereafter, Parent the expiration of time to appeal or the Surviving Corporation shalldenial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 9.4 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of the Selling Stockholder in circumstances for which indemnification is provided under this Section 9.4; then, and if Parent and the Surviving Corporation do not promptly do soin each such case, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, Selling Stockholder will contribute to the aggregate losses, claims, damagesdamages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Selling Stockholder is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the Registration Statement bears to the public offering price of all securities offered by such Registration Statement, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for that, in any applicable statute such case, (A) the Selling Stockholder will not be required to contribute any amount in excess of limitationsthe net amount of proceeds received by such seller from the sale of such Registrable Securities pursuant to such Registration Statement; and (B) and one-month periodno person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10 of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation. In any proceeding relating to the Registration Statement filed pursuant to this Section 9, all rights each party against whom contribution may be sought under this Section 9.4 hereby consents to indemnification in respect the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing from such Claim court may be served upon him or Claims shall continue until the final disposition of it by any other contributing party and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect consents to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel service of such Indemnified Party’s own choice to represent such person; process and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and agrees that any counsel designated by any of Holding, Parent other contributing party may join him or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, it as an unconditional term thereof, the giving by the claimant to additional defendant in any such Indemnified Party of an unconditional release from all liability proceeding in respect of which such claimother contributing party is a party.

TABLE OF CONTENTS. (b) To The Assignor hereby covenants and agrees to procure that notice of this Assignment shall be duly given to all underwriters, substantially in the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shallform attached as Exhibit A, and if Parent and that where the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee consent of any underwriter is required pursuant to any of the Company insurances assigned hereby that it shall be obtained and each Company Subsidiary and their respective estatesevidence thereof shall be given to the Assignee or, heirs, personal representatives, successors and assigns (collectively, in the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, howeveralternative, that in the event case of protection and indemnity coverage the Assignor shall obtain, with the Assignee’s approval, a letter of undertaking by the underwriters, and that there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry or other instruments issued or to be issued in connection with the insurances assigned hereby such clauses as to named assured or loss payees as the Assignee may require or approve. In all cases, unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other instruments shall show the Assignee as named assured and shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments. The powers and authority granted to the Assignee herein have been given for a valuable consideration and are hereby declared to be irrevocable. The Assignor agrees that at any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute time and from time to time, upon the written request of limitations) the Assignee, the Assignor will promptly and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of duly execute and deliver any and all such Claims. Without limiting further instruments and documents as the foregoing, Assignee may deem desirable in obtaining the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms full benefits of this Section 7.1, Holding, Parent Assignment and of the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claimrights and powers herein granted. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to Assignor does hereby warrant and represent such person; that it has not assigned or pledged and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall nothereby covenants that, without the prior written consent thereof of the Assignee, so long as this Assignment shall remain in effect, the Assignor will not assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors or assigns, and the Assignor will not take or omit to take any action, the taking or omission of which might result in an Indemnified Partyalteration or impairment of said insurances, settle of this Assignment or compromise of any Claim, of the rights created by said insurances or permit a default this Assignment. All notices or consent other communications which are required to be made to the entry Assignee hereunder shall be made by airmail postage prepaid letter or by telefax, confirmed by letter as follows: The Royal Bank of any judgment Scotland plc Shipping Business Centre 0-00 Xxxxx Xxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxxx Attention: Ship Finance Portfolio Management Team Telefacsimile: +00-000-000 0112 or at such other address as may have been furnished in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving writing by the claimant Assignee. Any payments made pursuant to the terms hereof shall be made to such Indemnified Party of an unconditional release account as may, from all liability in respect of such claimtime to time, be designated by the Assignee.

TABLE OF CONTENTS. PLAN OF DISTRIBUTION We have entered into an At Market Issuance Sales Agreement, or sales agreement, with Xxxxxxxxxxx & Co. Inc. (b) To “the fullest extent permitted Agent”), under applicable Lawwhich we may, commencing over a period of time and from time to time, offer and sell shares of our common stock having an aggregate sales price of up to $8 million through the Agent, or to the Agent. Sales of our common stock through the Agent, if any, will be made by means of ordinary brokers’ transactions on The Nasdaq Capital Market or otherwise at market prices prevailing at the Effective Time and continuing for six (6) years (time of sale or for at prices related to such longer period provided for prevailing market prices or as otherwise agreed upon by us. the Agent has advised us that it will not engage in any applicable statute transactions that stabilize the price of limitations) and one our common stock. The Agent will use its commercially reasonable efforts to sell the common stock offered hereby, from time to time, based upon instructions in a placement notice from us (1) month thereafterincluding any price, Parent time or size limits or other parameters or conditions we may impose). The Agent’s obligations under the sales agreement to sell our common stock are subject to a number of conditions that we must meet. We or the Surviving Corporation shallAgent may suspend the offering of common stock upon proper notice and subject to other conditions. The Agent has agreed to provide written confirmation of any sales to us no later than the opening of the trading day on The Nasdaq Capital Market following the trading day on which shares of common stock were sold under the sales agreement. Each confirmation will include the number of shares sold on the preceding day, and if Parent the net proceeds to us and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of compensation payable by us to the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid Agent in connection with any Claim (whether asserted prior to, at or afterthe sales. We will pay the Agent commissions for its services in acting as agent in the sale of common stock offered hereby. Under the sales agreement, the Effective Time) arising out Agent will be entitled to compensation of or pertaining to any action or omission in their capacity as director or officer 3.0% of the Company gross sales price of all shares sold through it as our agent. Also, we have agreed to reimburse the Agent its expenses incurred by it in connection with this offering, provided expense reimbursement in excess of $75,000 is subject to our approval, such approval not to be unreasonably withheld, conditioned or any Company Subsidiary or their serving delayed. Because there is no minimum offering amount required as a condition to closing this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We estimate that the request of total expenses for the Company or any Company Subsidiary as directoroffering, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) excluding compensation and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect reimbursement payable to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to Agent under the terms of this Section 7.1the sales agreement, Holdingwill be approximately $100,000. If we sell common stock to the Agent, Parent and acting as a principal, we will set forth the Surviving Corporation shall cooperate terms of such transactions in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt applicable placement notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shalland, to the extent consistent with its professional responsibilitiesrequired by applicable law, cooperate with Holdingwe will describe these terms in a separate prospectus supplement or pricing supplement. Settlement of sales of common stock will occur on the second trading day following the date on which any sales are made, Parent or on some other date that is agreed upon by us and the Surviving Corporation and Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in any counsel designated escrow, trust or similar arrangement. Sales of common stock in this offering, if any, as contemplated by any of Holding, Parent or the Surviving Corporation. Holding, Parent this prospectus supplement and the Surviving Corporation shall accompanying base prospectus will be liable only for any settlement settled through the facilities of any Claim against an Indemnified Party made with Parent The Depository Trust Company or the Surviving Corporation written consent. Holding, Parent by such other means as we and the Surviving Corporation shall not, without Agent may agree upon. We will report at least quarterly the prior written consent number of an Indemnified Party, settle shares of common stock sold through or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereofAgent under the sales agreement, the giving net proceeds to us and the compensation paid by us to the claimant to such Indemnified Party of an unconditional release from all liability Agent in respect of such claimconnection with the sales, if any.

TABLE OF CONTENTS. (bc) To If the fullest extent permitted under applicable LawExchange Agent requires that, commencing as a condition to receive the Merger Consideration, any holder of SPAC Shares (other than any Excluded Shares) deliver a letter of transmittal to the Exchange Agent, then (i) as promptly as practicable after the Effective Time (or prior thereto if, and to the extent, reasonably practicable and reasonably agreed between the Company and SPAC, such agreement not to be unreasonably withheld), the Company shall direct the Exchange Agent to mail to such holder of SPAC Shares that are issued and outstanding immediately prior to the Effective Time (after giving effect to any SPAC Shareholder Redemption and excluding the Excluded Shares) and that have been converted at the Effective Time into the right to receive the applicable portion of the Merger Consideration pursuant to Section 3.2(c)(ii) a letter of transmittal (which, unless the Merger Consideration Tax Ruling is obtained prior to Closing, shall require each holder of SPAC Shares to indicate whether it is an Israeli Tax resident and continuing for six whether such holder holds five percent (65%) years or more of the outstanding SPAC Shares (or a “5% Holder”), in the form attached hereto as Exhibit H (a “Residency Notice”) and shall specify that delivery of the Merger Consideration for such longer period provided for in any applicable statute SPAC Shares shall be effected only upon proper delivery of limitations(A) and one (1) month thereafter, Parent or the Surviving Corporation shalla duly completed letter of transmittal, and if Parent and (B) such other applicable surrender documentation referenced in such letter of transmittal as reasonably required by the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns Exchange Agent (collectively(A)-(B)), the “Indemnified PartiesSPAC Surrender Documents”) against all costs to the Exchange Agent (and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities which SPAC Surrender Documents shall be in a form reasonably acceptable to the Company) and settlement amounts paid instructions for use in connection with any Claim (whether asserted prior to, at or after, effecting the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer surrender of the Company or any Company Subsidiary or their serving at SPAC Shares in exchange for the request applicable portion of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise Merger Consideration set forth in each case occurring on or before the Effective Time (including the transactions contemplated by this AgreementSection 3.2(c)(ii); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to from and after the terms of this Section 7.1Effective Time, Holding, Parent and the Surviving Corporation shall cooperate in the defense such holder of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, SPAC Shares that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have been converted into the right to retain counsel receive a portion of the Merger Consideration shall be entitled to receive such Indemnified Partyportion of the Merger Consideration only upon delivery to the Exchange Agent of all properly completed SPAC Surrender Documents, duly executed by such holder, at which point such holder shall be entitled to receive the applicable portion of the Merger Consideration in book-entry form or, at the Company’s own choice option, certificates representing such portion of the Merger Consideration. In the event the Merger Consideration Tax Ruling is not obtained prior to represent Closing, the Company and SPAC will work together reasonably and in good faith to cause any such person; and such counsel shallResidency Notices, if any, to be delivered by the extent consistent with Exchange Agent (or another Person on its professional responsibilities, cooperate with Holding, Parent behalf) to each holder of SPAC Shares and SPAC Warrants as promptly as possible after the Surviving Corporation Effective Time (or after the effectiveness of the Proxy Statement/Prospectus and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereofEffective Time if, unless such settlementand to the extent, compromise or consent includes, as an unconditional term thereofreasonably practicable). In the event the Merger Consideration Tax Ruling is not obtained prior to Closing, the giving Parties may by the claimant mutual agreement vary or waive any or all requirements described above which are applicable to such Indemnified Party of an unconditional release from all liability in respect of such claimcircumstances.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides for the making of the Offer by Purchaser as promptly as practicable, but in no event later than ten business days after the date of the Merger Agreement. See Section 1 — “Terms of the Offer.” The Merger Agreement obligates Purchaser, subject to applicable securities laws and the satisfaction of the conditions set forth in Section 15 — “Conditions to Purchaser’s Obligations,” to accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares validly tendered immediately prior to the expiration date and not withdrawn pursuant to the Offer. The Merger Agreement provides that each stockholder of the Company who tenders Shares in the Offer will receive the Offer Price (bwithout interest and less any required withholding taxes) To for each Share tendered. If the fullest extent permitted under applicable LawMerger Agreement is terminated pursuant to its terms (see the “Termination” section below), commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation Purchaser shall, and if Parent shall cause Purchaser to, promptly terminate the Offer and shall not acquire Shares pursuant thereto. If the Offer is terminated by Purchaser, or the Merger Agreement is terminated pursuant to its terms prior to the acquisition of Shares in the Offer, Purchaser shall promptly return, and shall cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares that have not been purchased in the Offer to the registered holders thereof. Subject to the provisions of the Merger Agreement and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend applicable rules and hold harmless, each present and former director, officer or employee regulations of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectively, SEC Purchaser expressly reserves the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with right to waive any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect conditions to the foregoing Offer set forth in Section 15 — “Conditions to Purchaser’s Obligations” and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party make any change in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice or conditions to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such personOffer; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall notprovided that, without the prior written consent of an Indemnified Partythe Company, settle it will not: • waive or compromise amend the Minimum Condition; • make any Claimchange in the form of consideration; • decrease the Offer Price; • decrease the number of Shares sought in the Offer; • impose any conditions to the Offer other than those set forth in Annex A to the Merger Agreement, or permit amend or modify; • make any change in the Offer that would require an extension or delay of the then-current Expiration Date; or • amend or modify any other term of the Offer in a default or consent manner adverse ot the Company’s stockholders. (See Section 15 — “Conditions to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimPurchaser’s Obligations”).

TABLE OF CONTENTS. Subsidiaries’ board of directors or other governing body, as applicable, and (bother than (i) To the fullest extent permitted filing with the SEC of such reports under applicable LawSection 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafterTransaction Documents, Parent the Business Combination Agreement or the Surviving Corporation shalltransactions contemplated hereby or thereby, and if Parent (ii) compliance with the listing requirements of the Principal Market (including, without limitation, filing a listing application with the Principal Market with respect to the Conversion Shares and the Surviving Corporation do not promptly do soWarrant Shares), Holding shall, indemnify, defend and hold harmless, each present and former director, officer (iii) the filing with the SEC of one or employee more Registration Statements in accordance with the requirements of the Company Registration Rights Agreement and each Company Subsidiary any filings as may be required by any state securities agencies and their respective estates, heirs, personal representatives, successors and assigns (iv) stockholder approvals required pursuant to the Business Combination Agreement to permit the consummation of the Business Combination (collectively, the “Indemnified PartiesRequired Approvals”) against all costs and expenses (including reasonable attorneys’ fees), judgmentsno further filing, finesconsent or authorization is required by the Company, lossesits Subsidiaries, claimstheir respective boards of directors or their stockholders or other governing body. This Agreement has been, damagesand the other Transaction Documents to which it is a party will be prior to or upon the Closing, liabilities duly executed and settlement amounts paid in connection with any Claim (whether asserted prior todelivered by the Company, at or afterand each constitutes the legal, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer valid and binding obligations of the Company or any Company Subsidiary or their serving at (assuming that this Agreement and the request of other Transaction Documents to which the Company is or any will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto (if any)), enforceable against the Company Subsidiary in accordance with its respective terms, except as directorsuch enforceability may be limited by general principles of equity or applicable bankruptcy, officerinsolvency, trusteereorganization, partner moratorium, liquidation or fiduciary similar laws relating to, or affecting generally, the enforcement of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) creditors’ rights and one-month period, all remedies and except as rights to indemnification in respect of any and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shallSubsidiary, and if Parent shall constitute the legal, valid and binding obligations of each such Subsidiary (assuming that this Agreement and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as other Transaction Documents to which an Indemnified Party desires to receive indemnificationsuch Subsidiary is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto (if any)), enforceable against each such Indemnified Party shall notify the Surviving Corporation Subsidiary in accordance with reasonable promptness; providedtheir respective terms, howeverexcept as such enforceability may be limited by general principles of equity or applicable bankruptcy, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holdinginsolvency, Parent reorganization, moratorium, liquidation or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claimsimilar laws relating to, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereofaffecting generally, the giving enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.federal or state securities law. “

TABLE OF CONTENTS. (b) To Board’s recommendation to the fullest extent permitted under applicable Law, commencing at Company Shareholders that the Effective Time and continuing for six (6) years (or for such longer period provided for Company Shareholders vote in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee favor of the adoption and approval of this Agreement (an “Adverse Recommendation”). However, if, prior to the time the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelyShareholder Approval is obtained, the “Indemnified Parties”) against all costs Company Board, after consultation with its financial advisor and expenses (including reasonable attorneys’ fees)outside counsel, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid determines in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, good faith that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent (A) an Acquisition Proposal constitutes a Superior Proposal or (B) a change or effect has occurred following the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defensedate hereof, and (ii) subject in each case it is reasonably likely that to continue to recommend this Agreement to its shareholders in light of such Acquisition Proposal or change or effect would result in a violation of its fiduciary duties under the WBCL, then, in submitting this Agreement at the Company Shareholders Meeting, the Company Board may make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation (although the resolutions approving this Agreement as of the date hereof may not be rescinded or amended); provided, that the Company Board may not take any actions under this sentence unless (i) it gives Buyer at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Company Board in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or, in the event such action is taken by the Company Board in response to a change or effect of the type referred to above not involving an Acquisition Proposal, a description in reasonable detail such other change or effect) and (ii) at the end of such notice period, the Company Board takes into account any amendment or modification to this Agreement proposed by Buyer and the Company Board, after consultation with its financial advisor and outside counsel, determines in good faith that (A) in the case of an Acquisition Proposal, the Acquisition Proposal continues to constitute a Superior Proposal and (B) it remains reasonably likely that to continue to recommend this Agreement (as it may be proposed to be amended) to its shareholders in light of such Acquisition Proposal or change or effect would result in a violation of its fiduciary duties under the WBCL. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 7.1, Holding, Parent 5.5 and the Surviving Corporation shall cooperate will require a new notice period as referred to in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimthis Section 5.5.

TABLE OF CONTENTS. Neither the HealthTronics board nor any committee thereof will, (bi) To (A) withdraw (or qualify or modify in a manner adverse to Endo or Purchaser), or publicly propose to withdraw (or qualify or modify in a manner adverse to Endo or Purchaser), the adoption, approval, recommendation or declaration of advisability by the HealthTronics board or any such committee thereof of the Merger Agreement, the Offer, the Merger or the other transactions contemplated by the Merger Agreement or (B) recommend, adopt, approve or declare advisable, or propose publicly to recommend, adopt, approve or declare advisable, any Company Takeover Proposal (any action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or allow HealthTronics or any of the HealthTronics Entities to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to, or that is intended to or is reasonably expected to lead to, any Company Takeover Proposal (other than a confidentiality agreement referred to above). Notwithstanding the foregoing, at any time prior to the Offer Closing, the HealthTronics board may make a Company Adverse Recommendation Change if and only if HealthTronics has received a Company Takeover Proposal that constitutes a Superior Proposal and a majority of the HealthTronics board determines (after consultation with outside counsel) that it is necessary to take such actions in order to comply with its fiduciary duties to the shareholders of HealthTronics under applicable law; provided, however, that prior to making such Company Adverse Recommendation Change, HealthTronics must (X) deliver written notice to Endo advising Endo that the HealthTronics board intends to make a Company Adverse Recommendation Change (a “Company Notice of Adverse Recommendation”), including the terms and conditions of any Superior Proposal that is the basis of the proposed action by the HealthTronics board, (Y) during the 5 day period following delivery of the Company Notice of Adverse Recommendation to Endo (the “Notice Period”), direct its outside counsel and financial advisor to negotiate with Endo in good faith (to the extent Endo elects to negotiate) to make such adjustments to the terms and conditions of the Merger Agreement so that such Superior Proposal ceases to constitute a Superior Proposal, and (Z) determine after expiration of the Notice Period, upon consideration of the results of such negotiations and giving effect to the proposals made by Endo, if any, whether such Superior Proposal continues to constitute a Superior Proposal. If during the Notice Period any amendments or modifications are made to the Superior Proposal and the HealthTronics board in its good faith judgment determines (after consultation with its outside counsel and financial advisor) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal will be deemed a material revision), HealthTronics will deliver a new Company Notice of Adverse Recommendation to Endo and will comply with the foregoing requirements with respect to such new Company Notice of Adverse Recommendation. HealthTronics will promptly advise Endo orally and in writing (and in any case within 24 hours) of any Company Takeover Proposal or any inquiry that would reasonably be expected to lead to any Company Takeover Proposal, the material terms and conditions of any such Company Takeover Proposal or inquiry (including any changes thereto) and the identity of the entity making any such Company Takeover Proposal or inquiry, and (ii) HealthTronics will (A) keep Endo fully and promptly informed of the status and material details (including any change to any material term thereof) of any such Company Takeover Proposal or inquiry and (B) provide to Endo promptly after receipt or delivery thereof copies of all correspondence and other written material sent or provided to HealthTronics or any HealthTronics Entity from any entity that describes any of the terms or conditions of any Company Takeover Proposal or inquiry. In addition, during the period from the date of the Merger Agreement through the Offer Closing, HealthTronics will not terminate, amend, modify or waive any provision of any confidentiality agreement to which it or any HealthTronics Entity is a party. During such period, HealthTronics will enforce, to the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or for such longer period provided for in any applicable statute of limitations) and one (1) month thereafter, Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee of the Company and each Company Subsidiary and their respective estates, heirs, personal representatives, successors and assigns (collectivelylaw, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Claim (whether asserted prior to, at or after, the Effective Time) arising out of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that in the event any Claim or Claims for indemnification are made within such six-year (or within such longer period provided for in any applicable statute of limitations) and one-month period, all rights to indemnification in respect provisions of any such Claim agreement, including by obtaining injunctions to prevent any breaches of such agreements and to enforce specifically the terms and provisions thereof in any court of the United States of America or Claims shall continue until the final disposition of any and all such Claims. Without limiting the foregoing, in the event of any Claim, (i) Parent or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to the foregoing and pay the reasonable fees and expenses of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms of this Section 7.1, Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as to which an Indemnified Party desires to receive indemnification, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; provided, however, that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claimstate having jurisdiction.

TABLE OF CONTENTS. Any such adjustment made pursuant to this clause (b4) To shall become effective immediately prior to 9:00 a.m., New York City time, on the fullest extent permitted under applicable Law, commencing at the Effective Time and continuing for six (6) years (or Adjustment Record Date for such longer period provided for distribution. In the event that such dividend or distribution described in this clause (4) is not so paid or made, the Conversion Rate will again be adjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. With respect to any applicable statute of limitationsrights or warrants (the “rights”) and one (1) month thereafter, Parent that may be issued or the Surviving Corporation shall, and if Parent and the Surviving Corporation do not promptly do so, Holding shall, indemnify, defend and hold harmless, each present and former director, officer or employee distributed pursuant to any rights plan of the Company and each currently in effect or that the Company Subsidiary and their respective estatesimplements after the date of this First Supplemental Indenture (a “rights plan”), heirsin lieu of any adjustment required upon conversion of the Notes into ADSs, personal representatives, successors and assigns (collectivelyto the extent that such rights plan is in effect upon such conversion, the “Indemnified Parties”Holders of Notes will receive, with respect to the ADSs (or the Ordinary Shares represented thereby) against all costs and expenses issued upon conversion, the rights described therein (including reasonable attorneys’ feeswhether or not the rights have separated from the ADSs (or the Ordinary Shares represented thereby) at the time of conversion), judgments, fines, losses, claims, damages, liabilities subject to the limitations set forth in and settlement amounts paid in connection accordance with any Claim (whether asserted prior tosuch rights plan; provided that in the case of the Company’s current rights plan or a future rights plan to the extent applicable, if, at or after, the Effective Time) arising out time of or pertaining to any action or omission in their capacity as director or officer of the Company or any Company Subsidiary or their serving at the request of the Company or any Company Subsidiary as director, officer, trustee, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each case occurring on or before the Effective Time (including the transactions contemplated by this Agreement); providedconversion, however, that in the event any Claim or Claims for indemnification are made within such six-year rights have separated from the ADSs (or within such longer period provided for the Ordinary Shares represented thereby) in accordance with the provisions of the rights plan so that Holders would not be entitled to receive any applicable statute of limitations) and one-month period, all rights to indemnification in respect of any such Claim or Claims the ADSs issuable upon conversion of the Notes as a result of the timing of the conversion date, the Conversion Rate shall continue until be adjusted as if the final disposition Company distributed to all Holders of any and all such Claims. Without limiting the foregoingADSs distributed securities, subject to appropriate readjustment in the event of the expiration, termination, repurchase or redemption of the rights. Any distribution of rights or warrants pursuant to a rights plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants. Other than as specified in this clause (4), there will not be any Claimadjustment to the Conversion Rate as the result of the issuance of any rights, (i) Parent the distribution of separate certificates representing such rights, the exercise or redemption of such rights in accordance with any rights plan or the Surviving Corporation shalltermination or invalidation of any rights. If the transaction that gives rise to an adjustment pursuant to this clause (4) is, however, one pursuant to which the payment of a dividend or other distribution on Ordinary Shares consists of shares of Capital Stock of any class or series of, or similar equity interest in, a Subsidiary or other business unit of the Company (a “Spin-Off”) that are, or, when issued will be, traded or listed on the NASDAQ Global Select Market, the NASDAQ Global Market, the NYSE or any other U.S. national securities exchange or market, the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x (FMV0+MP0)/MP0 where, CR0 = the Conversion Rate in effect at 5:00 p.m., New York City time, on the last Trading Day of the Valuation Period; Table of Contents CR1 = the Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the last Trading Day of the Valuation Period; FMV0 = the average of the Closing Sale Prices of the Capital Stock or similar equity interest distributed to holders of Ordinary Shares applicable to one Ordinary Share over the first 10 consecutive Trading Day period beginning on and including the fifth Trading Day after the effective date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Closing Sale Prices of the ADSs over the Valuation Period, divided by the then applicable number of Ordinary Shares then represented by one ADS. Any such adjustment made pursuant to this clause (4) shall occur on the fifteenth Trading Day from, and if Parent and including, the Surviving Corporation do effective date of the Spin-Off. As a result, any conversion within the 15 Trading Days following the effective date of any Spin-Off shall be deemed not promptly do so, Holding shall (x) periodically advance reasonable fees and expenses (including attorneys fees) with respect to have occurred until the foregoing and pay the reasonable fees and expenses end of counsel selected by each Indemnified Party, promptly after statements therefor are received, provided that the Indemnified Party to whom fees and expenses are advanced or for which fees and expenses of counsel are paid provides an undertaking to repay such advances and payments if it is ultimately determined that such Indemnified Party is not entitled to indemnification, and (y) vigorously assist each Indemnified Party in such defense, and (ii) subject to the terms 15 Trading Day period. For purposes of this Section 7.14.06(a)(4) and Sections 4.06(a)(1) and 4.06(a)(3), Holding, Parent and the Surviving Corporation shall cooperate in the defense of any matter. If any Claim is commenced as dividend or distribution to which an Indemnified Party desires this Section 4.06(a)(4) is applicable that also includes Ordinary Shares to receive indemnificationwhich Section 4.06(a)(1) applies, such Indemnified Party shall notify the Surviving Corporation with reasonable promptness; providedor rights or warrants to subscribe for, howeverpurchase or convert into Ordinary Shares to which Section 4.06(a)(3) applies (or both), that failure to give reasonably prompt notice to the Surviving Corporation shall not affect the indemnification obligations of Holding, Parent or the Surviving Corporation hereunder except to the extent that the failure to so notify has prejudiced the Surviving Corporation in such Claim. The Indemnified Party shall have the right to retain counsel of such Indemnified Party’s own choice to represent such person; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Holding, Parent and the Surviving Corporation and any counsel designated by any of Holding, Parent or the Surviving Corporation. Holding, Parent and the Surviving Corporation shall be liable only for any settlement of any Claim against an Indemnified Party made with Parent or the Surviving Corporation written consent. Holding, Parent and the Surviving Corporation shall not, without the prior written consent of an Indemnified Party, settle or compromise any Claim, or permit a default or consent deemed instead to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to such Indemnified Party of an unconditional release from all liability in respect of such claim.be: