Common use of TABLE OF CONTENTS Clause in Contracts

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides Defaulting Lender shall mean any Lender that Purchaser will commence the Offer as promptly as practicable after (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of the Merger Agreementits Loans, but (ii) fund any portion of its participations in no event later than December 4, 2015. The Offer is subject only Letters of Credit or Swing Loans or (iii) pay over to the satisfaction of Administrative Agent, the Minimum Condition and satisfaction Issuing Lender, PNC Bank (as the Swing Loan Lender) or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make Lender any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is amount required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreementit hereunder, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement)unless, in the event case of clause (i) above, such Lender notifies the Administrative Agent in writing that as such failure is the result of any scheduled Expiration Date any Offer Condition such Xxxxxx’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied satisfied, (b) has notified the Borrower or waivedthe Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Xxxxxx’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within two Business Days after request by the Administrative Agent or the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Loans under this Agreement, provided that ifsuch Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s or the Borrower’s receipt of such certification in form and substance satisfactory to the Administrative Agent or the Borrower, at as the time of the scheduled Expiration Datecase may be, (id) has become the subject of a Bankruptcy Event or (e) has failed at any time to comply with the provisions of Section 5.3 [Sharing of Payments by Lenders] with respect to purchasing participations from the other Lenders, whereby such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its Ratable Share of such payments due and payable to all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementLenders.

TABLE OF CONTENTS. The Offer. The What are the most significant conditions of the Offer other than the Minimum Condition? In addition to the Minimum Condition, we are not obligated to purchase Shares that are validly tendered in the Offer unless, among other things: • the representations and warranties made by Everyday Health in the Merger Agreement provides that Purchaser will commence are true and correct, subject to the Offer as promptly as practicable after the date of materiality and other qualifications set forth in the Merger Agreement; • the covenants of Everyday Health contained in the Merger Agreement have been performed or complied with in all material respects prior to the Offer Acceptance Time; • since October 21, but 2016, no Company Material Adverse Effect (as defined in Section 13—“Merger Agreement; Other Agreements”) has occurred; • the waiting period (or any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (which we refer to as the “HSR Act”) has expired or terminated; • no event later governmental body of competent jurisdiction shall have issued any order or injunction, or promulgated, entered, enforced, enacted, issued or deemed applicable to the Merger any legal requirement which directly or indirectly prohibits or makes illegal the consummation of the Merger, which remains in effect (except that a party may not rely on this condition unless that party has complied in all material respects with all of its obligations under the Merger Agreement to have any such restraint lifted); • the Merger Agreement has not been terminated in accordance with its terms; and • holders of Shares representing no more than December 4, 201515% of the outstanding Shares have demanded (and not withdrawn) appraisal rights under Section 262 of the DGCL for such Shares. The Offer is also subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in conditions. See Section 15 —“Conditions 14—“Conditions of the Offer.” Subject How long do I have to decide whether to tender in the satisfaction of Offer? Unless we extend the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions expiration date of the Offer,” , you will have until one minute after 11:59 p.m., New York City time, on Friday, December 2, 2016, to tender your Shares to the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration DateOffer. If you cannot deliver everything that is required to tender your Shares by that time, as it you may be able to use a guaranteed delivery procedure, which is described later in this Offer to Purchase. See Section 1—“Terms of the Offer” and Section 3—“Procedure for Tendering Shares.” Can the Offer be extended pursuant and under what circumstances? Our ability to extend the Offer is subject to the terms of the Merger Agreement (and applicable law. If on the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive Expiration Date, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has have not been satisfied or waived, provided that ifwe may, at in our discretion, extend the time Offer for successive periods of up to 10 business days (the length of such period to be determined by Purchaser) to permit the satisfaction of the scheduled Expiration Dateconditions. In addition, we have agreed to extend the Offer (i) all for any period or periods required by applicable law or applicable rules, regulations, interpretations or positions of the U.S. Securities and Exchange Commission (the “SEC”) or its staff or the NYSE (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”) in respect of any change in the Offer Conditions (other than the Minimum Condition) are satisfied and Price); (ii) all comments for successive periods of up to 10 business days per extension, until expiration or termination of applicable waiting periods (or any extension thereof) under the SEC or its staff applicable HSR Act; and (iii) at Everyday Health’s request, if any conditions to the Offer (including documents related have not been satisfied or waived as of December 2, 2016, for one or more additional periods of 10 business days per extension, to permit such condition to be satisfied, subject to Parent’s termination right described in the Offer) have been resolved and no rulefollowing sentence. However, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be we are not required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up earliest to two additional periods not to exceed an aggregate occur of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension NoticeDeadline”): (A) the termination of the Merger Agreement in accordance with its terms (and Parent may terminate the terms Merger Agreement at any time prior to the Offer Acceptance Time, if holders of Shares representing more than 15% of the Merger Agreementoutstanding Shares have demanded (and not withdrawn) appraisal rights under Section 262 of the DGCL for such Shares) and (B) April 24, 2017. We are not permitted to extend the offer beyond the Extension Deadline without Everyday Health’s prior written consent.

TABLE OF CONTENTS. by Steinway because prior to the Offer Closing the board of directors of Steinway has determined to enter into a definitive agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions described above in the section “—Acquisition Proposals;” • by Parent because Steinway has entered into an Alternative Acquisition Agreement; • by Parent because Steinway or any of its subsidiaries has materially breached the terms and conditions described above in the section “—Acquisition Proposals;” or • by Parent because the board of directors of Steinway has made an Adverse Recommendation Change or failed to publicly reaffirm the Company Recommendation within seven business days of receipt of a written request by Parent to provide such reaffirmation following a publicly known Competing Proposal. Steinway has agreed to pay Parent or its designees all of the out-of-pocket fees and expenses incurred by Parent, Purchaser and their respective affiliates in connection with the Transactions, including the financing (the “Parent Expenses”), up to $2,000,000 in the aggregate, if Steinway or Parent terminates the Merger Agreement in connection with an Offer Termination; provided, that Steinway shall not be required to pay the Parent Expenses if Parent or Purchaser is in material breach of the Merger Agreement or Steinway is entitled to the Reverse Termination Fee. Parent has agreed to pay a reverse termination fee of $31,150,000 in cash (the “Reverse Termination Fee”) if the Merger Agreement is terminated by Steinway: • because all of the conditions to the Merger have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing of the Merger), and Parent and Purchaser fail to consummate the Merger within two business days following the date the closing of the Merger should have occurred; or • because (i) all the Offer Conditions shall have been satisfied or waived as of the expiration of the Offer and (ii) Parent shall have failed to consummate the Offer within two business days. Notwithstanding the rights described below in the section “—Availability of Specific Performance,” Steinway acknowledged and agreed that Steinway’s right to receive payment of the Reverse Termination Fee as described in this section “—Termination Fees”, together with certain indemnification and expense reimbursement obligations related to the Debt Financing, are the sole and exclusive remedies of Steinway against Parent, Purchaser, Guarantor (as defined below), the debt financing sources or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees for 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 amount, none of Parent, Purchaser, Guarantor, the debt financing sources or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees shall have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions. The Offerparties to the Merger Agreement agreed that Steinway is not entitled to specific performance, as described below in the section “—Availability of Specific Performance,” if Parent has paid in full, and Steinway has accepted, the Reverse Termination Fee. Notwithstanding the 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 Parent Expenses, are the sole and exclusive remedies 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 any loss suffered as a result Table of Contents 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 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 amount due as described in this section “—Termination Fees,” and either Parent or Steinway, as the case may be, commences a suit that results in a judgment against the other party, such paying party shall reimburse the other party for all costs and expenses (including attorneys’ fees) 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 other equitable relief in order to cause Parent and Purchaser will commence to consummate the Offer as promptly as practicable after or the date Merger or cause the Equity Financing to be funded (whether under the Merger Agreement or the Equity Commitment Letter) unless (i) all conditions to the Offer and the closing of the Merger Agreement(other than those conditions that by their terms are to be satisfied at the Offer Closing or the closing of the Merger, as applicable, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of such conditions at the Minimum Condition and satisfaction Offer Closing or waiver closing of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration DateMerger, as it may be extended pursuant applicable) have been satisfied or waived, (ii) Parent and Purchaser have failed to complete the terms closing of the Merger Agreement (by the “Acceptance Time”). Parent and Purchaser expressly reserve date the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions closing of the Offer, except that the prior written consent of Xxxxxxxxx Merger is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended 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 event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, Debt Financing will be funded at the time 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 scheduled Expiration DateMerger, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable as applicable, will occur. Subject to the Offer (including documents related foregoing paragraph, the parties to the Offer) have been resolved and no ruleMerger Agreement agreed that irreparable damage for which monetary damages, regulation or interpretations of the SEC or its staff applicable to the Offer even if available, would require Parent or Purchaser to extend the Offernot be an adequate remedy, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • would occur in the event that the Chief Operating Officer of Parent delivers a written notice parties to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after Merger Agreement do not perform the then scheduled expiration date provisions of the Offer (the “Financing Extension Notice”) Merger Agreement in accordance with the 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 AgreementAgreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity in any such event and prior to the valid exercise of any termination right by the parties as described above in the section “—Termination Fees.”

TABLE OF CONTENTS. The Offer is not conditioned upon entering into any financing arrangements. See Section 11—“Purpose of the Offer and Plans for Xxxx; Summary of the Merger Agreement and Certain Other Agreements” and Section 12—“Source and Amount of Funds.” SHOULD PURCHASER’S FINANCIAL CONDITION BE RELEVANT TO MY DECISION TO TENDER IN THE OFFER? • No. Purchaser will receive funds from Parent to pay for all Shares tendered and accepted for payment in the Offer and to provide funding for the Merger that is expected to follow the Offer. The Parent expects to fund the Offer and the Merger out of available cash on hand and borrowings at prevailing effective rates under Parent’s commercial paper program. See Section 12—“Source and Amount of Funds.” • Purchaser has been organized solely in connection with the Merger Agreement provides and this Offer and has not carried on any activities other than in connection with the Merger Agreement and this Offer. Because the form of payment consists solely of cash that will be provided to Purchaser by Parent and because of the lack of any relevant historical information concerning Purchaser, Purchaser’s financial condition is not relevant to your decision to tender in the Offer. See Section 12—“Source and Amount of Funds.” HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER? • You will commence have until 11:59 p.m., Eastern Time, on October 12, 2018, to tender your Shares in the Offer, unless Purchaser extends the Offer, in which event you will have until the expiration date of the Offer as promptly as practicable after the date of the Merger Agreementso extended. If you cannot deliver everything that is required in order to make a valid tender by that time, but in no event later than December 4, 2015. The Offer you may be able to use a guaranteed delivery procedure which is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions 3—“Procedures for Tendering Shares.” See also Section 1—“Terms of the Offer.” Subject CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES? • If on or prior to any then-scheduled expiration date of the Offer any of the conditions to the satisfaction of Offer (including the Minimum Tender Condition and or the other Offer Conditions that are described conditions set forth in Section 15 — “Conditions 13—“Conditions of the Offer,” the Merger Agreement provides that ”) have not been satisfied or waived by Parent or Purchaser, Purchaser willhas agreed to, and Parent will has agreed to cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in extend the Offer promptly after the Expiration Date, as it may be extended pursuant for additional periods of up to ten business days per extension (or longer if agreed) to permit such condition to the terms Offer to be satisfied, until the earlier of (i) the termination of the Merger Agreement in accordance with its terms or (ii) the “Acceptance Time”Outside Date (defined in the Merger Agreement as January 29, 2019). Parent and In addition, Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted has agreed to extend the Offer. Specifically, Offer for the Merger Agreement provides that Purchaser shall extend the Offer: • for any minimum period required by any law or any rule, regulation, interpretation or position of the SEC United States Securities Exchange Commission (the “SEC”) or its the staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff thereof applicable to the Offer until the earlier of (including documents related to i) the Offer) have been resolved and no rule, regulation or interpretations termination of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) Merger Agreement in accordance with its terms or (ii) the terms of the Merger AgreementOutside Date.

TABLE OF CONTENTS. The Offer. The Merger (b) Notwithstanding anything in this Agreement provides to the 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 Purchaser will commence the Offer as promptly as practicable after failure to do so would cause it to violate its fiduciary duties under applicable law, withdraw, modify or change its recommendation that the date stockholders of the Merger AgreementCompany approve this Agreement in a manner adverse to Purchaser (a “Change of Recommendation”); provided that prior to any such Change of Recommendation, but the Company shall have complied in no all material respects with Section 5.1, given Purchaser written notice promptly (and in any event later than December 4, 2015. The Offer is subject only to the satisfaction within twenty-four (24) hours) advising it of the Minimum Condition and satisfaction or waiver decision of the other Offer Conditions that are described in Section 15 —“Conditions Company’s Board of the Offer.” Subject Directors to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willtake such action and, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after event the Expiration Datedecision relates to an Acquisition Proposal, as it may be extended pursuant to given Purchaser the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the material terms and conditions of the OfferAcquisition Proposal or inquiry, including the identity of the person making any such Acquisition Proposal; and provided, further, that in the event the decision relates to an Acquisition Proposal: (i) the Company shall have given Purchaser three (3) Business Days after delivery of such notice to propose revisions to the terms of this Agreement (or make another proposal) and if Purchaser proposes to revise the terms of this Agreement, the Company shall have negotiated, 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 Company’s Board of Directors shall have determined in good faith, after considering the 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 material revisions to the Acquisition Proposal that result in terms that are less favorable to the Company, the Company shall be required to deliver a new written notice to Purchaser and to again comply with the requirements of this Section 5.8(b) with respect to such new written notice, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive three (3) Business Day period referred to above shall be reduced to two (2) Business Days. In addition to the Minimum Conditionforegoing, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions Company shall not submit to the Offer vote of its stockholders any Acquisition Proposal other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementMerger.

TABLE OF CONTENTS. All Silicon Image restricted stock units (“RSUs”) that are outstanding as of immediately before the Offer closing will be treated as follows: (1) all of the performance-based RSUs with a stock price-based vesting condition will convert to time-based vesting, (2) 50% of the performance-based RSUs based on earnings per share with performance periods in 2015, 2016 or 2017 will convert into time-based vesting, (3) all performance-based RSUs based on personal performance will be assumed by the Parent and (4) any unvested performance-based RSUs not converted or assumed under subsections (1), (2) or (3) above shall be cancelled. Subject to the preceding sentence, all Silicon Image RSUs that are unvested and outstanding at the Offer Closing will be assumed by Parent and converted into and become Parent RSUs. Nothing in the preceding two sentences is intended to affect the vesting of RSUs subject to earnings per share vesting conditions in regards to the 2014 performance period, which have vested and will be settled in the ordinary course. With respect to any RSUs assumed by Parent, such RSUs will be assumed on terms substantially in effect prior to the assumption (after taking into account any conversion to time-based vesting, as described above), subject to adjustment per the Exchange Ratio. See Section 11—“The Merger Agreement; Other Agreements—Merger Agreement—Treatment of Options and Restricted Stock Units; Stock Plans.” What are the material United States federal income tax consequences of the Offer and the Merger? The receipt of cash in exchange for your Shares pursuant to the Offer or the Merger generally will be a taxable transaction for United States federal income tax purposes. In general, you will recognize gain or loss equal to the difference, if any, between the amount of cash received and your adjusted tax basis in the Shares sold or exchanged. The receipt of cash in exchange for your Shares pursuant to the Offer or the Merger may also be a taxable transaction under applicable state, local or foreign income or other tax laws. We urge you to consult your own tax advisor as to the particular tax consequences to you of the Offer and the Merger in light of your particular circumstances, including the consequences under any applicable state, local or foreign income or other tax laws. See Section 5—“Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax consequences of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the Information Agent, toll-free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Silicon Image, Inc. Common Stock: INTRODUCTION Xxxxxxxx Merger Company, a Delaware corporation (“Purchaser”), and a wholly owned subsidiary of Lattice Semiconductor Corporation, a Delaware corporation (“Parent”), is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Silicon Image, Inc., a Delaware corporation (“Silicon Image”), at a purchase price of $7.30 per Share (the “Offer Price”) net to the seller in cash, without interest thereon and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), and which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented from time to time, constitutes the “Offer.” Purchaser is making this Offer pursuant to an Agreement and Plan of Merger, dated as of January 26, 2015 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Silicon Image. The Merger Agreement provides provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will commence be merged with and into Silicon Image (the “Merger”), with Silicon Image continuing as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the date and time at which the Merger becomes effective (the “Effective Time”), other than (i) Shares owned by Parent, Purchaser or Silicon Image (or by any direct or indirect wholly owned subsidiary of Parent, Purchaser or Silicon Image) and (ii) Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who have not tendered their shares into the Offer as promptly as practicable after the date of the Offer Closing and who have properly and validly exercised and perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Dissenting Shares”) will be automatically converted into the right to receive $7.30, net in cash, without interest thereon and less any applicable tax withholding. As a result of the Merger, Silicon Image will cease to be a publicly traded company and will become wholly owned by Parent. Under no circumstances will interest be paid on the purchase price for Shares, regardless of any extension of the Offer or any delay in making payment for Shares. The Merger Agreement is more fully described in Section 11—“The Merger Agreement; Other Agreements,” which also contains a discussion of the treatment of Silicon Image’s options to purchase Shares (“Silicon Image Options”) and restricted stock units (“Silicon Image RSUs”). Tendering stockholders who are record owners of their Shares and who tender directly to Computershare Trust Company, but N.A. (the “Depositary”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in no event later than December 4the Letter of Transmittal, 2015stock transfer taxes with respect to the purchase of Shares by Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Offer is subject only to conditioned upon, among other things (a) that the Merger Agreement has not been terminated in accordance with its terms and (b) the satisfaction of (i) the Minimum Condition (as defined below), (ii) the Regulatory Condition (as defined below), and satisfaction or waiver (iii) the governmental authority condition (each of (a) and (b), as described and defined below, along with all other conditions to the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “15—“Certain Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the are referred to as “Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance TimeConditions”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except The Minimum Condition requires that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) validly tendered in accordance with the terms of the Offer and not validly withdrawn (including any Shares tendered in the Offer pursuant to guaranteed delivery procedures that have been delivered pursuant to such procedures) on or prior to 12:00 midnight, New York City time at the end of the day on March 9, 2015 (the “Expiration Time”, unless Purchaser shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event “Expiration Time” shall mean the latest time and date at which the Offer, as so extended by Purchaser, shall expire), which, together with any Shares then owned by Parent and Purchaser, shall equal at least a majority of all then outstanding Shares as of the Expiration Time.

TABLE OF CONTENTS. The Offermore of a corporation’s outstanding voting stock) from engaging in a “business combination” (as defined in Section 203) with a Delaware corporation for three years following the date such person became an interested stockholder unless: (i) before such person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination, (ii) upon consummation of the transaction which resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares of outstanding stock held by directors who are also officers and by employee stock plans that do not allow plan participants to determine confidentially whether to tender shares), or (iii) following the transaction in which such person became an interested stockholder, the business combination is (a) approved by the board of directors of the corporation and (b) authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of the outstanding voting stock of the corporation not owned by the interested stockholder. The Company has represented to us in the Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after Company has, in accordance with the date provisions of Section 203, taken all action necessary to exempt the Offer, the Merger, the Merger Agreement, but the Support Agreements and the transactions contemplated thereby from Section 203 of the DGCL, and that, accordingly, neither such section nor any other antitakeover or similar statute or regulation applies to any such transactions. Purchaser has not attempted to comply with any other state takeover statutes in no event later than December 4, 2015connection with the Offer or the Merger. The Offer is subject only Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the satisfaction of Offer, the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” Merger, the Merger Agreement provides that Purchaser willor the transactions contemplated thereby, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn nothing in this Offer to Purchase or any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer promptly after or the Expiration DateMerger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as it may be extended pursuant applied to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions Merger or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases as applicable, Purchaser may be required to file certain documents with, or receive approvals from, the Offer Price relevant state authorities, and Purchaser might be unable to accept for payment or the number of purchase Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions tendered pursuant to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term be delayed in continuing or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend consummating the Offer. SpecificallyIn such case, the Merger Agreement provides that Purchaser shall extend the Offer: • may not be obligated to accept for payment, or pay for, any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Shares tendered. See Section 13 — “Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice.”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that If, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Purchaser in its sole discretion, then on not more than two (2) occasions at the request of the Company, we will commence extend the Offer for an additional period of ten (10) business days (or such longer or shorter period as promptly the parties hereto may agree) to permit such Offer Condition(s) to be satisfied. Except as practicable after described above, without Nanosphere’s prior written consent, we may not extend the date Offer, and without our prior written consent, Nanosphere cannot require us to extend the Offer, in each case beyond the earlier of the Outside Date and the termination of the Merger Agreement. If we extend the Offer, but in no event later than December 4, 2015such extension will extend the time that you will have to tender (or withdraw) your Shares. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in See Section 15 —1 — “Conditions Terms of the Offer.” Subject of this Offer to the satisfaction of the Minimum Condition Purchase for more details on our obligation and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted ability to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may How will I be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of notified if the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to is extended? If we extend the Offer, then Purchaser we will only be required to extend inform American Stock Transfer & Trust Company, LLC, which is the depositary and paying agent for the Offer (the “Depositary”), of any extension and its Expiration Date beyond will issue a press release announcing the then-scheduled Expiration Date for up to two additional periods extension not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. 9:00 A.M., Eastern Time Daylight Time, on the next business day after the then previously scheduled expiration date of the Expiration Time. See Section 1 — “Terms of the Offer.” What are the conditions to the Offer? The Offer is conditioned upon the satisfaction or waiver (to the extent permitted by applicable law) of the following conditions (each, an “Offer Condition”): • There shall have been validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that would represent at least a majority of Shares outstanding, excluding Shares that are owned as of the date of the commencement of the Offer by Nanosphere or any direct or indirect wholly-owned subsidiary of Nanosphere and excluding any Shares tendered by notice of guaranteed delivery but not actually delivered to the Depositary prior to the Expiration Time (the “Financing Extension NoticeMinimum Condition”). • At the time of expiration of the Offer or immediately prior to payment for Shares tendered pursuant to the Offer: • no order issued by a governmental authority, or any applicable law is in effect that would (1) in accordance with make the terms Offer or the Merger illegal, (2) otherwise prevent the consummation of the Offer or closing of the Merger Agreement.or (3) impose any limitations on the ownership or operation by Luminex (or any of its subsidiaries) of all or any portion of the businesses or assets of Luminex, Nanosphere or any of their respective subsidiaries, or to compel Luminex, Nanosphere or any of their respective subsidiaries to dispose of or hold separate any portion of the businesses or assets of Luminex, Nanosphere or any of their respective subsidiaries (the “No Order Condition”); • any applicable waiting period (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act Antitrust Improvements Act of 1976 (the “HSR Act”) applicable to the transactions contemplated by the Merger Agreement has not expired or been terminated (the “HSR Condition”); • no proceeding has been commenced and is pending by any United States federal or state or foreign governmental authority of competent jurisdiction seeking an order that would have any of the effects referred to in the No Order Condition;

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date Holders of a majority in aggregate principal amount of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction Debt Securities of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, such series at the time outstanding may, on behalf of the scheduled Expiration DateHolders of all of such Debt Securities, waive any past Default or Event of Default hereunder and its consequences except (i) all a default in the payment of the Offer Conditions principal of (other than including the Minimum ConditionRedemption Price upon redemption pursuant to Article 3 hereof), premium, if any, or interest on such Debt Securities, unless such default has been cured and the Issuer or the Guarantor has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on such Debt Securities (provided, however, that the Holders of a majority in aggregate principal amount of such Debt Securities then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) are satisfied and or (ii) all comments a default in respect of a covenant or provisions hereof which under Article 9 hereof cannot be modified or amended without the consent of the SEC Holders of all such Debt Securities then outstanding or its staff applicable each such Debt Security affected thereby. Upon any such waiver, the Issuer, the Trustee and the Holders of the Debt Securities of such series shall be restored to the Offer (including documents related their former positions and rights hereunder; but no such waiver shall extend to the Offer) any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been resolved and no rulewaived as permitted by this Section 6.07, regulation said Default or interpretations Event of Default shall for all purposes of the SEC Debt Securities of such series and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or its staff applicable to the Offer would require Parent other Default or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate Event of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementDefault or impair any right consequent thereon.

TABLE OF CONTENTS. of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Offer. The Pandion Board approved the Merger Agreement provides that Purchaser will commence and the Offer as promptly as practicable after transactions contemplated therein, and the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are restrictions on “business combinations” described in Section 15 —“Conditions 203 of the Offer.” Subject DGCL are inapplicable to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as transactions contemplated by the Merger Agreement, decreases the Offer Price or the . Pandion conducts business in a number of Shares sought in states throughout the Offer; • extends the OfferUnited States, other than in a manner contemplated some of which have enacted takeover laws. We do not know whether any of these laws will, by the Merger Agreement; • imposes conditions their terms, apply to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the Offer: • for validity or applicability of any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), such statute in appropriate court proceedings. In the event any person asserts that as the takeover laws of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) state are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer) have been resolved and no rule, regulation or interpretations of the SEC be delayed in continuing or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend consummating the Offer and its Expiration Date beyond the then-scheduled Expiration Date Merger. In such case, we may not be obligated to accept for up to two additional periods not to exceed an aggregate of 20 business days; and • payment any Shares tendered in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date Offer. See Section 15—“Conditions of the Offer (the “Financing Extension NoticeOffer.”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. State Takeover Laws Loxo Oncology is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Offer. The Loxo Oncology Board approved the Merger Agreement provides that Purchaser will commence and the Offer as promptly as practicable after transactions contemplated therein, and the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. Loxo Oncology conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 —– “Conditions of the Offer.” Subject Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the satisfaction Merger or another business combination following the purchase of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner which we seek to acquire the remaining Shares not then held by us. We believe that is adverse to Rule 13e-3 under the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may Exchange Act will not be extended pursuant applicable to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that ifbecause (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of Loxo Oncology for purposes of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and Exchange Act; (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event we anticipate that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day Merger will be effected as soon as practicable after the then scheduled expiration date consummation of the Offer (and in any event within one year following the “Financing Extension Notice”consummation of the Offer); and (iii) in accordance with the terms of Merger, stockholders will receive the Merger Agreementsame price per Share as the Offer Price.

TABLE OF CONTENTS. The See Section 1 of this Offer to Purchase entitled “Terms of the Offer. The Merger Agreement provides that Purchaser will commence ” and Section 3 of this Offer to Purchase entitled “Procedure for Tendering Shares.” Under what circumstances would you extend the Offer? We may choose (but are not required) to extend the Offer as promptly as practicable after beyond Tuesday, January 28, 2014 for one (1) or more extension periods between two (2) and ten (10) business days each, if any of the date of Offer Conditions are not satisfied or waived (to the extent permitted in the Merger Agreement), but in no event later than December 4, 2015. The Offer is subject only order to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject further seek to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than satisfy the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is We are required or permitted to extend the Offer. SpecificallyOffer beyond Tuesday, the Merger Agreement provides that Purchaser shall extend the OfferJanuary 28, 2014: • for any the minimum period required by any law or any rule, regulation, interpretation or position of the SEC or its the staff thereof applicable to the Offer; or Nasdaq; • if requested by DRC, for successive one (1) or more extension periods of up to between two (2) and ten (10) business days each if any of the Offer Conditions are not satisfied or waived (but no later than the second business day prior to the Outside Dateextent permitted in the Merger Agreement). Notwithstanding the foregoing, we are not required to extend the Offer beyond 5:00 p.m., New York City time, on April 21, 2014; and the ability to extend the Offer does not restrict in any manner our right to terminate the Merger Agreement in accordance with its terms. The “Minimum Tender Condition” is the condition that, at the scheduled expiration of the Offer (as it may be extended pursuant from time to time in accordance with the Merger Agreement), there be validly tendered in accordance with the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all terms of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments not withdrawn a number of Shares, that, together with any outstanding Shares then owned by us, represent at least a two-thirds majority of the SEC or its staff applicable then outstanding fully diluted Shares. We have also reserved the right to extend the Offer (including documents related to for a “subsequent offering period” in accordance with Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended, following the time for acceptance of the tendered Shares. A subsequent offering period is different from an extension of the Offer) have been resolved and no rule. During a subsequent offering period, regulation or interpretations you would not be able to withdraw any of the SEC or its staff applicable Shares that you had already tendered; you also would not be able to withdraw any of the Shares that you tender during the subsequent offering period. See Section 1 of this Offer would require Parent or Purchaser to Purchase entitled “Terms of the Offer” for more details on our ability to extend the Offer, then Purchaser . How will only I be required to notified if you extend the Offer Offer? If we extend the Offer, we will inform American Stock Transfer & Trust Company, LLC, the depositary for the Offer, of that fact and its Expiration Date beyond will make a public announcement of the then-scheduled Expiration Date for up to two additional periods extension not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time 9:00 a.m., New York City Time, on the next business day after the then day on which the Offer was scheduled to expire. See Section 1 of this Offer to Purchase entitled “Terms of the Offer.” What are the conditions to the Offer? We will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, pay for any Shares that are tendered in the Offer, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, the payment for, any Shares that are tendered in the Offer, in the event that at or prior to the scheduled expiration date of the Offer (as it may be extended from time to time) the “Financing Extension Notice”) in accordance with following conditions have not been satisfied and continuing at such time: • the terms of the Merger Agreement.Minimum Tender Condition;

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence expressly reserves the Offer as promptly as practicable after the date of the Merger Agreementright, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Conditionits sole discretion, to increase the Offer Price Price, to waive any Offer Condition or to make any other changes in to the terms and conditions of the Offer, except that that, without the prior written consent of Xxxxxxxxx is required for Parent and the Company, Purchaser tomay not: • waive or amend the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; Condition (other than a Permitted Minimum Condition Modification) or • make any change in the terms or conditions of to the Offer that: • changes the form of consideration to be paid in delivered by Purchaser pursuant to the Offer; , • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought to be purchased by Purchaser in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than in addition to the Offer Conditions; • modifies the Offer Conditions; , or • amends any extends the Expiration Date other term than in the manner permitted or condition required by the Merger Agreement, which is summarized below under “Extensions of the Offer.” The Merger Agreement also provides that, at Parent’s election and in Parent’s sole discretion and upon written notice to the Company prior to the Acceptance Time, the definition of Minimum Condition may be modified to replace the reference to “66 2/3% of the Adjusted Outstanding Share Number” in such definition with “66 2/3% of the aggregate number of outstanding Company Common Stock immediately prior to the Acceptance Time” (such modification, the “Permitted Minimum Condition Modification”). Effecting the Permitted Minimum Condition Modification by Parent will not constitute a waiver of the Minimum Condition for purposes of the Merger Agreement. Extensions of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that if, at any scheduled expiration of the Offer, any Offer Condition is not satisfied and has not been waived, Purchaser shall shall: • extend the Offer: Offer on one or more occasions for an additional period of up to 20 business days per extension, to permit such Offer Condition to be satisfied until the earlier to occur of the satisfaction or waiver of such Offer Conditions or the End Date; and • extend the Offer from time to time for any period required by any law rule or any rule, regulation, interpretation or position regulation of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior applicable to the Outside DateOffer, as it may be extended pursuant to the Merger Agreement), in the event except that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all no such extension of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable may be made to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date a date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementEnd Date.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides Liens to secure Indebtedness incurred for the purpose of all or any part of a Property’s (including shares of stock) purchase price or cost of construction or additions, repairs, alterations, or other improvements; provided that Purchaser will commence (1) such Lien does not extend to or cover any other Property other than the Offer as promptly as practicable Property so purchased, constructed or on which such additions, repairs, alterations or other improvements were so made, and (2) such Lien is incurred prior to or within 270 days after the acquisition of such Property or the completion of construction or such additions, repairs, alterations or other improvements and the full operation of such Property thereafter; (v) Liens in favor of the United States or any state thereof, or any instrumentality of either, to secure certain payments pursuant to any contract or statute; (vi) Liens for taxes or assessments or other governmental charges or levies which are not overdue for a period exceeding 60 days unless such Liens are being contested in good faith and for which adequate reserves are being maintained, to the extent required by generally accepted accounting principles; (vii) title exceptions, easements, licenses, leases and other similar Liens that are not consensual and that do not materially impair the use of the Property subject thereto; (viii) Liens to secure obligations under worker’s compensation laws, unemployment compensation, old-age pensions and other social security benefits or similar legislation; (ix) Liens arising out of legal proceedings, including Liens arising out of judgments or awards; (x) warehousemen’s, materialmen’s, carrier’s, landlord’s and other similar Liens or Liens otherwise arising in the ordinary course of business for sums not overdue for a period exceeding 60 days unless such Liens are being contested in good faith and for which adequate reserves are being maintained, to the extent required by generally accepted accounting principles; (xi) Liens incurred to secure the performance of statutory obligations, surety or appeal bonds, performance or return-of-money bonds, insurance, self-insurance or other obligations of a like nature incurred in the ordinary course of business; (xii) Liens that are rights of set-off relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness; (xiii) Liens on the assets of a special purpose subsidiary resulting from securitization transactions with respect to accounts receivable, royalties and similar assets included in such securitization transactions; (xiv) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (xv) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other Property relating to such letters of credit and the products and proceeds thereof; (xvi) Liens on key-man life insurance policies granted to secure our Indebtedness against the cash surrender value thereof; (xvii) Liens encumbering customary initial deposits and margin deposits and other Liens in the ordinary course of business, in each case securing Hedging Obligations and forward contract, option, futures contracts, futures options or similar agreements or arrangements designed to protect the Company or any Subsidiary of the Company from fluctuations in interest rates, currencies or the price of commodities; (xviii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any Subsidiary of the Company in the ordinary course of business; (xix) pre-existing Liens on assets acquired by the Company or any Subsidiary of the Company after the first issue date of the Merger Agreement, but Notes; (xx) Liens in no event later than December 4, 2015. The Offer is subject only to the satisfaction favor of the Minimum Condition and satisfaction Company or waiver in favor of any of Subsidiary of the Company; (xxi) inchoate Liens incident to construction or maintenance of real property, or Liens incident to construction or maintenance of real property, now or hereafter filed of record for sums not yet delinquent or being contested in good faith, if reserves Table of Contents or other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willappropriate provisions, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Dateif any, as it may shall be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by generally accepted accounting principles shall have been made therefore; (xxii) Liens to secure any law extension, renewal, refinancing or any rulerefunding (or successive extensions, regulationrenewals, interpretation refinancings or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreementrefundings), in the event that as whole or in part, of any scheduled Expiration Date Indebtedness secured by Liens referred to in clauses (i) through (xxi) above or Liens created in connection with any Offer Condition has amendment, consent or waiver relating to such Indebtedness, so long as such Lien does not been satisfied or waived, provided that if, extend to any other Property and the Indebtedness so secured does not exceed the fair market value (as determined by the Board of Directors) of the assets subject to such Liens at the time of such extension, renewal, refinancing or refunding, or such amendment, consent or waiver, as the scheduled Expiration Date, case may be; or (xxiii) Liens created in substitution of or as replacements for any Liens referred to in clauses (i) all through (xxii) above, provided that, based on a good faith determination of the Offer Conditions (other than Officers, the Minimum Condition) are satisfied and (ii) all comments of the SEC Property encumbered under any such substitute or its staff applicable replacement Lien is substantially similar in nature to the Offer (including documents related to Property encumbered by the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementotherwise permitted Lien which is being replaced.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence (f) If, at the Offer as promptly as practicable after the date end of the Merger AgreementChange in Control Payment Adjustment Consultation Period, but in no event later than December 4, 2015. The Offer is subject only Sellers’ Representative and Buyer have been unable to resolve all disagreements that they may have with respect to the satisfaction matters specified in the Notice of Change in Control Payment Adjustment Disagreement, then Sellers’ Representative and Buyer promptly thereafter shall submit all matters that remain in dispute with respect to the Notice of Change in Control Payment Adjustment Disagreement (along with a copy of the Minimum Condition and satisfaction or waiver Initial Change in Control Payment Statement marked to indicate those line items that are in dispute) to the Independent Accountant; provided that the scope of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject disputes to be submitted to the satisfaction of Independent Accountant shall be limited to (i) whether the Minimum Condition and the other Offer Conditions that are described Initial Change in Control Payment was prepared in accordance with this Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn 2.12 or (ii) whether there were mathematical errors in the Offer promptly after the Expiration DateInitial Change in Control Payment Statement, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”)applicable. Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in In the event that KPMG LLP refuses or is otherwise unable to act as the Independent Accountant, Sellers’ Representative and Buyer shall cooperate to appoint an independent certified public accounting firm in the United States of any scheduled Expiration Date any Offer Condition has national recognition mutually agreeable to Sellers’ Representative and Buyer, in which event “Independent Accountant” shall mean such firm. Within thirty (30) days after the submission of such matters to the Independent Accountant, or as soon as practicable thereafter, the Independent Accountant, acting as an expert and not been satisfied or waivedas an arbitrator, provided that ifwill make a final determination in writing, at binding on the time Seller Parties and Buyer in accordance with this Section 2.12, of the scheduled Expiration Dateappropriate amount of Change in Control Payment. With respect to each disputed line item, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rulesuch determination, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods if not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms position of either Sellers’ Representative or Buyer, shall not be in excess of the Merger Agreementhigher, nor less than the lower, of the amounts advocated by Buyer in the Notice of Change in Control Payment Adjustment Disagreement or Sellers’ Representative in the Initial Change in Control Payment Statement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not make any determination with respect to any matter other than those matters in the Notice of Change in Control Payment Adjustment Disagreement that remain in dispute. The statement of the Change in Control Payment and the determination of the Change in Control Payment therefrom that are final and binding on the Seller Parties and Buyer, as determined either through agreement of Sellers’ Representative and Buyer (deemed or otherwise) pursuant to Sections 2.12 (d) and (f) or through the determination of the Independent Accountant pursuant to this Section 2.12(f), are referred to herein as the “Final Change in Control Payment Statement” and the “Final Change in Control Payment”, respectively.

TABLE OF CONTENTS. The Offer. The Merger (b) Neither this Agreement provides nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Canadian Administrative Agent (to the extent it is a party to such Loan Document) and each Loan Party that Purchaser will commence is a party thereto, with the Offer as promptly as practicable after consent of the Required Lenders; provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender, (B) reduce or forgive the principal amount of any Loan, LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby, (C) postpone any scheduled date of payment of the Merger Agreementprincipal amount of any Loan or LC Disbursement, but or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, postpone the scheduled date of expiration of the Revolving Commitment, without the written consent of each Lender directly affected thereby, (D) increase the advance rates set forth in no event later the definition of “Borrowing Base”, without the written consent of each Lender, (E) change the penultimate sentence of Section 2.08(a), the last sentence of Section 2.09(d), the third sentence of Section 2.18(a), Section 2.18(b) or Section 2.18(d) in a manner that would alter the manner or order in which payments are shared or change any provision requiring ratable funding, without the written consent of each Lender, (F) modify eligibility criteria, as such eligibility criteria are in effect on the Effective Date (including adding new categories of eligible assets or eliminating any category of the reserves), in any manner that has the effect of weakening or eliminating any applicable eligibility criteria or increasing the amounts available to be borrowed hereunder without the written consent of the Joint Collateral Agents and the Supermajority Lenders, (G) change any of the provisions of this Section or the definition of “Required Lenders”, “Joint Collateral Agents” or “Supermajority Lenders” or any other provision of any Loan Document 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, without the written consent of each Lender, (H) release any Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, (I) except as provided in paragraphs (c) and (d) of this Section or Section 6.01(i), release all or substantially all of the Collateral, without the written consent of each Lender, (J) change Section 2.10(b) or Section 2.11(f) without the written consent of each Lender, (K) increase the total Revolving Commitments to an aggregate amount exceeding $700,000,000 without the written consent of each Lender, (L) subordinate the Liens of the Administrative Agent, or with respect to any other Indebtedness of the Borrowers cause the Liens of the Administrative Agent to be pari passu with the Liens securing such other Indebtedness, in each case with respect to all or substantially all of the Collateral (other than December 4the Liens securing the IP Secured Financing, 2015. The Offer the Indebtedness permitted to be incurred pursuant to Section 2.09(e) or other Indebtedness that is subject only permitted to be outstanding pursuant to Section 6.01) without the written consent of each Lender, (M) subordinate the repayment of all or any substantial part of the Obligations to the satisfaction repayment of any other Indebtedness without the written consent of each Lender, (N) modify (except as the following relates to the Citibank Open Account Agreement and related terms, which shall be subject to clause (O)) (x) the defined terms “Open Account Agent”, “Open Account Agreement”, “Open Account Bank”, “Open Account Other Cap”, “Open Account Obligations” and “Open Account Excess Obligations” or (y) Section 2.18(b) in a manner that would alter the manner or order in which payments are made to any Open Account Agent or any Open Account Bank, in each case without the written consent of the Minimum Condition Required Lenders and satisfaction the applicable Open Account Agent affected thereby, or waiver (O) modify (x) the defined terms “Citibank Open Account Agent”, “Citibank Open Account Agreement”, “Citibank Open Account Bank”, “Citibank Open Account Cap”, “Citibank Open Account Obligations”, and “Open Account Excess Obligations” or (y) Section 2.18(b) in a manner that would alter the manner or order in which payments are made to the Citibank Open Account Agent or any Citibank Open Account Bank, in each case without the written consent of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition Required Lenders and the other Offer Conditions Citibank Open Account Agent; provided further that are described in Section 15 — “Conditions no such agreement shall amend, modify or otherwise affect the rights or duties of the Offer,” the Merger Agreement provides that Purchaser willany Agent, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price Swingline Lender or to make any other changes in the terms and conditions of the Offer, except that Issuing Bank without the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Conditionsuch Agent, the Antitrust Law Conditions Swingline Lender or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of SharesIssuing Bank. The Merger Agreement contains provisions Administrative Agent may also amend the Revolving Commitment Schedule to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended reflect assignments entered into pursuant to the Merger Agreement), in the event that as Section 9.04. Table of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.Contents

TABLE OF CONTENTS. The For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3—"Procedure for Tendering Shares," any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares and otherwise comply with DTC's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares validly withdrawn will no longer be considered validly tendered for purposes of the Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date However, withdrawn Shares may be retendered by following one of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are procedures described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept 3—"Procedure for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive Tendering Shares" at any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the time prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than Expiration Time. All questions as to the Offer Conditions; • modifies form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its reasonable discretion, which determination will be final and binding. None of Purchaser, Parent, the Offer Conditions; Depositary, the Information Agent, the Company or • amends any other term person will be under any duty to give notification of any defects or condition irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Notwithstanding the foregoing, stockholders of the Offer Company may challenge a determination made by Purchaser in any manner that is adverse to the holders a court of Sharescompetent jurisdiction and a final, non-appealable order or judgment of a court of competent jurisdiction will be final and binding on all parties. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • method for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as delivery of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to a withdrawal is at the Offer) have been resolved and no rule, regulation or interpretations risk of the SEC or withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary at one of its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time addresses set forth on the next business day after the then scheduled expiration date back cover of the this Offer (the “Financing Extension Notice”) in accordance to Purchase. If delivery is by mail, registered mail with the terms of the Merger Agreementreturn receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

TABLE OF CONTENTS. PLAN OF DISTRIBUTION We have entered into an At Market Issuance Sales Agreement, or sales agreement, with Xxxxxxxxxxx & Co. Inc. (“the Agent”), under which we may, 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 OfferNasdaq Capital Market or otherwise at market prices prevailing at the time of sale or at prices related to such prevailing market prices or as otherwise agreed upon by us. the Agent has advised us that it will not engage in any transactions that stabilize the price of our common stock. The Merger Agreement provides 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 (including any price, 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 Purchaser will commence we must meet. We or the Offer as promptly as practicable after Agent may suspend the date 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 Merger Agreementtrading 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, but the net proceeds to us and the compensation payable by us to the Agent in no event later than December 4connection with the 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, 2015the Agent will be entitled to compensation of 3.0% of the gross sales price of all shares sold through it as our agent. The Offer 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 only to our approval, such approval not to be unreasonably withheld, conditioned or 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 total expenses for the offering, excluding compensation and reimbursement payable to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to Agent under the terms of the Merger Agreement (sales agreement, will be approximately $100,000. If we sell common stock to the “Acceptance Time”). Parent and Purchaser expressly reserve Agent, acting as a principal, we will set forth the right to waive any Offer Conditionterms of such transactions in the applicable placement notice and, to increase the Offer Price extent required by applicable law, we will describe these terms in a separate prospectus supplement or to make pricing supplement. Settlement of sales of common stock will occur on the second trading day following the date on which any sales are made, or on some other changes date that is agreed upon by us and the Agent in the terms and conditions connection with a particular transaction, in return for payment of the Offer, except that the prior written consent of Xxxxxxxxx net proceeds to us. There is required no arrangement for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration funds to be paid received in the Offer; • except any escrow, trust or similar arrangement. Sales of common stock in this offering, if any, as contemplated by this prospectus supplement and the Merger Agreement, decreases accompanying base prospectus will be settled through the Offer Price facilities of The Depository Trust Company or by such other means as we and the Agent may agree upon. We will report at least quarterly the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions shares of common stock sold through or to the Offer other than Agent under the Offer Conditions; • modifies sales agreement, the Offer Conditions; or • amends any other term or condition of net proceeds to us and the Offer in any manner that is adverse compensation paid by us to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances Agent in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance connection with the terms of the Merger Agreementsales, if any.

TABLE OF CONTENTS. The OfferAcceptance Time, the Company shall also, upon Xxxxxx’s request, take all action necessary to elect to be treated as a “controlled company” as defined by Nasdaq Marketplace Rule 4350(c) and make all necessary filings and disclosures associated with such status. This provision is in addition to and shall not limit any rights that Parent, the Purchaser or any of their respective affiliates may have as a record holder or beneficial owner of Shares as a matter of applicable law with respect to the election of directors or otherwise. The Company’s obligations to appoint Parent’s designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. The Company shall promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations to appoint Parent’s designees to the Company Board, including mailing to stockholders (together with the Schedule 14D 9) any information required by Section 14(f) and Rule 14f-1 to enable Parent’s designees to be elected or designated to the Company Board. Parent shall supply or cause to be supplied to the Company any information with respect to Parent, the Purchaser, their respective officers, directors and affiliates and proposed designees to the Company Board required by Section 14(f) and Rule 14f-1. After Parent’s designees are elected or designated to, and constitute a majority of, the Company Board pursuant to the Merger Agreement provides that Purchaser will commence Agreement, and prior to the Offer as promptly as practicable after Effective Time, the Company shall cause the Company Board to maintain at least three directors who are members of the Company Board on the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction each of whom shall be an “independent director” as defined by Rule 4200(a)(15) of the Minimum Condition Nasdaq Marketplace Rules and satisfaction eligible to serve on the Company’s audit committee under the Exchange Act and Nasdaq rules and, at least one of whom shall be an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the instructions thereto (the “Continuing Directors”); provided, however, that if any Continuing Director is unable to serve due to death, disability or waiver resignation, the Company shall take all necessary action (including creating a committee of the other Offer Conditions Company Board) so that are described in Section 15 —“Conditions of the Offer.” Subject remaining Continuing Director or Continuing Directors shall be entitled to elect or designate another person that satisfies the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willforegoing independence requirements to fill such vacancy, and Parent will cause Purchaser to, accept such person shall be deemed to be a Continuing Director for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms purposes of the Merger Agreement (Agreement. After Xxxxxx’s designees are elected or designated to, and constitute a majority of, the “Acceptance Company Board, and prior to the Effective Time”). Parent and Purchaser expressly reserve , in addition to any approvals of the right Company Board or the stockholders of the Company as may be required by the Company’s certificate of incorporation or bylaws or applicable law, the affirmative vote of a majority of the Continuing Directors shall be required: • for the Company to terminate or amend the Merger Agreement; • for the Company to exercise or waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the OfferCompany’s rights, except that benefits or remedies under the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the OfferMerger Agreement; • except as otherwise contemplated by the Merger Agreement, decreases to amend the Offer Price Company’s certificate of incorporation or bylaws; or • to take any other action of the number of Shares sought Company Board under or in the Offer; • extends the Offer, other than in a manner contemplated by connection with the Merger Agreement; • imposes conditions . In each case described above, if such termination, amendment, exercise, waiver or other action would reasonably be expected to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer adversely affect in any manner that is adverse to material respect the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions Shares (other than Parent or the Minimum Condition) are satisfied and (ii) all comments Purchaser); provided, however, that if there shall be no Continuing Directors as a result of such persons’ deaths, disabilities or resignations, then such actions may be effected by majority vote of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreemententire Company Board.

TABLE OF CONTENTS. The Offer“Antitrust Law Conditions” require that any applicable waiting period (or extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or any antitrust or competition laws of the People’s Republic of China (“PRC”), Germany, Japan, the Netherlands and South Korea shall have expired or been terminated and any pre-closing approvals or clearances reasonably required under any antitrust or competition laws of the PRC, Germany, Japan, the Netherlands and South Korea shall have been obtained. The Merger Agreement provides “Governmental Entity Condition” requires that Purchaser will commence no governmental entity of competent jurisdiction shall have enacted, issued, enforced, promulgated, or deemed applicable any law or issued or granted any order, decree, ruling, judgment or injunction, in each case in effect immediately prior to the expiration of the Offer, that restrains, enjoins or otherwise prohibits consummation of the Offer as promptly as practicable after or the Merger. The “Material Adverse Effect Condition” requires that no change, event or effect has arisen or occurred following the date of the Merger Agreement and is continuing immediately prior to the Expiration Date that, individually or in the aggregate, constitutes or would reasonably be expected to constitute a Company Material Adverse Effect (as defined in the Merger Agreement, but in no event later than December 4, 2015). The Offer also is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are conditions as described in Section 15 —“Conditions of the Offer.” Subject this Offer to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Purchase. See Section 15 — “Conditions of the Offer,.” the Merger Agreement provides The Offer is not subject to any financing condition. The board of directors of Xxxxxxxxx has (i) determined that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (Agreement, and the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as transactions contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends including the Offer, other than are fair to, and in a manner contemplated by the best interests of, Xxxxxxxxx and its stockholders, (ii) determined that it is in the best interests of Xxxxxxxxx and its stockholders, and declared it advisable, to enter into the Merger Agreement; • imposes conditions to , (iii) adopted and approved the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition execution and delivery by Xxxxxxxxx of the Offer in any manner that is adverse to Merger Agreement, the holders performance by Xxxxxxxxx of Shares. The Merger Agreement contains provisions to govern its covenants and agreements contained therein and the circumstances in which Purchaser is required or permitted to extend consummation of the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend and the Offer: • for any period required by any law or any rule, regulation, interpretation or position of other transactions upon the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior terms and subject to the Outside Dateconditions contained therein, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (iiiv) all comments recommended that the stockholders of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend Xxxxxxxxx accept the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up tender their Shares pursuant to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension NoticeCompany Board Recommendation”) ). A more complete description of the Xxxxxxxxx board of directors’ reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in accordance the Solicitation/Recommendation Statement on Schedule 14D-9 of Xxxxxxxxx (together with any exhibits and annexes attached thereto, the “Schedule 14D-9”), that was filed with the terms SEC on the date of this Offer to Purchase and furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth therein under the sub-headings “Background of the Offer and the Merger” and “Reasons for the Board’s Recommendation.” Xxxxxxxxx has advised Parent that, as of November 30, 2015, 113,427,322 Shares were issued and outstanding. Pursuant to the Merger Agreement, at and immediately following the Effective Time the board of directors of the Surviving Corporation will consist of the members of the board of directors of Purchaser immediately prior to the Effective Time, and the officers of the Surviving Corporation will consist of the officers of Xxxxxxxxx at the Effective Time. This Offer to Purchase does not constitute a solicitation of proxies, and Purchaser is not soliciting proxies in connection with the Offer or the Merger. If the Minimum Condition is satisfied and Purchaser consummates the Offer, Purchaser will effect the Merger without a vote of the stockholders of Xxxxxxxxx pursuant to Section 251(h) of the DGCL. Certain United States federal income tax consequences of the sale of Shares pursuant to the Offer and the exchange of Shares pursuant to the Merger are described in Section 5 — “Certain United States Federal Income Tax Consequences.”

TABLE OF CONTENTS. The Offer. The Merger Agreement provides Bank acknowledges and agrees that Purchaser will commence its obligation to make a Revolving Loan pursuant to Section 2.1A when required by this Section 2.1C is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the Offer as promptly as practicable after occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the date account of the Merger AgreementFronting Bank, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and satisfaction whether or waiver not such Bank’s Revolving Credit Commitment shall have been reduced or terminated. Borrower irrevocably authorizes and instructs Agent to apply the proceeds of any borrowing pursuant to this paragraph to reimburse, in full, the Fronting Bank for the amount drawn on such Letter of Credit. Each such Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise requested by and available to Borrower hereunder. Each Bank is hereby authorized to record on its records relating to its Revolving Credit Note such Bank’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit. If, for any reason, Agent (or the Fronting Bank if the Fronting Bank is a Bank other Offer Conditions that are described than Agent) is unable to or, in Section 15 —“Conditions the opinion of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willAgent, and Parent will cause Purchaser it is impracticable to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended convert any Letter of Credit to a Revolving Loan pursuant to the terms of preceding paragraph, Agent (or the Merger Agreement (Fronting Bank if the “Acceptance Time”). Parent and Purchaser expressly reserve Fronting Bank is a Bank other than Agent) shall have the right to waive any Offer Conditionrequest that each Bank purchase a participation in the amount due with respect to such Letter of Credit, and Agent shall promptly notify each Bank thereof (by facsimile or telephone, confirmed in writing). Upon such notice, but without further action, Agent (or the Fronting Bank if the Fronting Bank is a Bank other than Agent) hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from Agent (or the Fronting Bank if the Fronting Bank is a Bank other than Agent), an undivided participation interest in the amount due with respect to such Letter of Credit in an amount equal to such Bank’s Commitment Percentage of the aggregate principal amount of the amount due with respect to such Letter of Credit. In consideration and in furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to increase pay to Agent (or the Offer Price or Fronting Bank if the Fronting Bank is a Bank other than Agent), for its sole account, such Bank’s ratable share of the amount due with respect to make any other changes such Letter of Credit (determined in accordance with such Bank’s Commitment Percentage). Each Bank acknowledges and agrees that its obligation to acquire participations in the terms amount due under any Letter of Credit that is drawn but not reimbursed by Borrowers pursuant to this Section 2.1C is absolute and conditions of the Offerunconditional and shall not be affected by any circumstance whatsoever, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Conditionincluding, without limitation, the Antitrust Law Conditions occurrence and continuance of a Default or the Governmental Entity Condition; Event of Default, and that each such payment shall be made without any offset, abatement, recoupment, counterclaim, withholding or • make any change in the terms reduction whatsoever and whether or conditions not such Bank’s Revolving Credit Commitment shall have been reduced or terminated. Each Bank shall comply with its obligation under this Section 2.1C by wire transfer of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement)immediately available funds, in the event that same manner as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time in Section 2.2 with respect to Revolving Loans. Each Bank is hereby authorized to record on its records such Bank’s pro rata share of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied amounts paid and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time reimbursed on the next business day after the then scheduled expiration date Letters of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementCredit.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreementforegoing provisions, but in no event later than December 4however, 2015. The Offer is are subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at any time after the time principal (or, if the Securities are Original Issue Discount Securities, such portion of the scheduled Expiration Date, (iprincipal as may be specified in the terms thereof) all of the Offer Conditions 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 series and the principal of any and all Securities of such series which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such 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 Minimum Condition) are satisfied and (ii) all comments non-payment of the SEC or its staff applicable to the Offer (including documents related to the Offer) principal of Securities which shall have become due by acceleration, shall have been resolved cured, waived or otherwise remedied as provided herein — then and no rulein every such case the holders of a majority in aggregate principal amount of all the Securities of such series then Outstanding, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a by written notice to Xxxxxxxxx the Company and to the Trustee, may waive all defaults with respect to such series and rescind and annul such declaration and its consequences, but no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date 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, if a portion of the Offer (principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the “Financing Extension Notice”) in accordance with provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the terms principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the Merger Agreementprincipal 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. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions For purposes of the Offer.” Subject , Purchaser will be deemed to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept have accepted for payment all and thereby purchased Shares validly tendered and not properly withdrawn in the Offer promptly after prior to the Expiration Date, as it may be extended Date if and when Purchaser gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the terms Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Merger Agreement (purchase price therefor with the “Acceptance Time”)Depositary, which will act as agent for the tendering shareholders for purposes of receiving payments from Purchaser and transmitting such payments to the tendering shareholders. Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment pursuant to make any other changes in the terms and conditions of the Offer for any reason, or if certificates are submitted for more Shares than are tendered, certificates for such unpurchased Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering shareholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” such Shares will be credited to an account maintained with DTC) promptly following expiration or termination of the Offer. If, prior to the Expiration Date, Purchaser shall increase the consideration offered to holders of Shares pursuant to the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of such increased consideration to will be paid in to holders of all Shares that are purchased pursuant to the Offer; • except as contemplated by , whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, decreases to transfer or assign in whole or in part, from time to time, to Asahi Kasei or one or more of its direct or indirect wholly-owned subsidiaries, the Offer Price right to purchase all or any portion of the number of Shares sought in the Offer; • extends tendered pursuant to the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer other than and will in no way prejudice the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition rights of the Offer in any manner that is adverse tendering shareholders to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • receive payment for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • Shares validly tendered and accepted for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended payment pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that obligation of Purchaser will commence to accept for payment and pay for Shares validly tendered (and not properly withdrawn) pursuant to the Offer is subject to the satisfaction of, among other conditions the Minimum Condition (as promptly as practicable after the date defined below in Section 15 — “Conditions of the Merger Agreement, but in no event later than December 4, 2015Offer”). The Offer also is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other customary conditions as set forth in this Offer Conditions that are described in to Purchase. See Section 15 —— “Conditions of the Offer.” There is no financing condition to the Offer and the Merger. The Board of Directors of Blue Apron (the “Blue Apron Board”) unanimously (i) determined and declared that the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), 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”) 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 or a portion of your Shares to Purchaser in the Offer, you must: • If you hold your Shares directly as the holder of record, surrender the certificates evidencing such Shares (the “Share Certificates”) or 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 Accepting the Offer and Tendering Shares” and complete and sign the Letter of Transmittal (or, in the 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 required 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 (“DTC”) Automated Tender Offer Program (“ATOP”) prior to the Expiration Time. ​ Questions or requests for assistance may be directed to Okapi Partners LLC, the information 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 you should read both carefully and in their entirety before making a decision with respect to the 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 Payment for Shares ​ ​ ​ ​ ​ 5 ​ ​ ​ 3. Procedures for Accepting the Offer and Tendering Shares ​ ​ ​ ​ ​ 6 ​ ​ ​ 4. Withdrawal Rights ​ ​ ​ ​ ​ 8 ​ ​ ​ 5. Material U.S. Federal Income Tax Consequences ​ ​ ​ ​ ​ 9 ​ ​ ​ 6. Price Range of Shares; Dividends on the Shares ​ ​ ​ ​ ​ 11 ​ ​ ​ 7. Certain Information Concerning Blue Apron ​ ​ ​ ​ ​ 12 ​ ​ ​ 8. Certain Information Concerning Wonder and 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 Blue Apron ​ ​ ​ ​ ​ 35 ​ ​ ​ 13. Certain Effects of the Offer ​ ​ ​ ​ ​ 36 ​ ​ ​ 14. Dividends and Distributions ​ ​ ​ ​ ​ 37 ​ ​ ​ 15. Conditions of the Offer ​ ​ ​ ​ ​ 37 ​ ​ ​ 16. Certain Legal Matters; Regulatory Approvals ​ ​ ​ ​ ​ 39 ​ ​ ​ 17. Appraisal Rights ​ ​ ​ ​ ​ 40 ​ ​ ​ 18. Fees and 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 a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase, the related Letter of Transmittal and other materials related to the 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 Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The 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 accuracy and completeness of such information. ​ Securities Sought ​ ​ Subject to certain conditions, including the satisfaction of the Minimum Condition and the other Offer Conditions that are (as described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied issued and (ii) outstanding shares of Class A common stock, par value $0.0001 per share, of Blue Apron, which constitute all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved issued and no rule, regulation or interpretations outstanding shares of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate capital stock of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.Blue Apron. ​

TABLE OF CONTENTS. What will happen to my stock options and restricted stock units in the Offer? The Offer is being made only for Shares, and not for outstanding stock options or restricted stock units issued by Dermira. Holders of outstanding vested but unexercised stock options or outstanding vested restricted stock units issued by Dermira will receive payment for such stock options or restricted stock units following the Effective Time as provided in the Merger Agreement without participating in the Offer. Holders of outstanding vested but unexercised stock options or outstanding vested restricted stock units issued by Dermira may participate in the Offer only if they first exercise such stock options or are issued Shares in respect of such restricted stock units, in each case in accordance with the terms of the applicable equity incentive plan and other applicable agreements with Dermira and tender the Shares, if any, issued upon such exercise or settlement. Any such exercise should be completed sufficiently in advance of the Expiration Date to assure the holder of such outstanding stock options will have sufficient time to comply with the procedures for tendering Shares described below in Section 3 – “Procedures for Accepting the Offer and Tendering Shares.” Holders of outstanding unexercised stock options and restricted stock units issued by Dermira will receive payment with respect to those stock options and restricted stock units as described in the following paragraph. Immediately prior to the Effective Time, each stock option that is outstanding (other than rights under Dermira’s 2014 Employee Stock Purchase Plan), whether vested or unvested, subject to the terms and conditions set forth in the Merger Agreement, will fully vest and automatically be canceled, by virtue of the Merger and without any action on the part of any holder of any outstanding stock option, and each holder of such stock option will be entitled to receive an amount of cash, without interest, determined by multiplying (i) the excess, if any, of the Merger Consideration over the exercise price per share of Shares underlying such stock option by (ii) the number of Shares subject to such stock option. Any such option that has an exercise price that equals or exceeds the Merger Consideration will be canceled for no consideration. The Merger Agreement provides that Purchaser this payment will commence the Offer as be made, net of any applicable tax withholding, at or reasonably promptly as practicable after the date of the Merger Agreement, Effective Time (but in no event later than December 4five business days after the Effective Time). Immediately prior to the Effective Time, 2015each restricted stock unit of Dermira granted under a Dermira stock plan that is outstanding but unvested immediately prior to the Effective Time will fully vest and automatically be canceled, by virtue of the Merger and without any action on the part of any holder of any restricted stock unit, and each holder of such restricted stock unit will be entitled to receive an amount of cash, without interest, determined by multiplying (i) the Merger Consideration by (ii) the number of Shares underlying such restricted stock unit. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willthis payment will be made, and Parent will cause Purchaser tonet of any applicable tax withholding, accept at or reasonably promptly after the Effective Time (but in no event later than five business days after the Effective Time) or at such later date as required under Section 409A of the Internal Revenue Code of 1986, as amended. See Section 11 – “The Merger Agreement; Other Agreements.” What is the market value of my Shares as of a recent date? On January 9, 2020, the last full day of trading before we announced the Merger Agreement, the reported closing sale price of the Shares on Nasdaq was $18.34 per Share. On January 21, 2020, the last full day of trading before commencement of the Offer, the reported closing sale price of the Shares on Nasdaq was $19.15 per Share. We encourage you to obtain a recent market quotation for payment all Shares validly tendered and not withdrawn before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer promptly after or to otherwise support the Expiration DateOffer? Yes. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into Tender and Support Agreements with the Supporting Stockholders (both terms as it may be extended defined below in Section 11 – “The Merger Table of Contents Agreement; Other Agreements – Tender and Support Agreements”), which provide, among other things, that the Supporting Stockholders will tender into the Offer, and not withdraw, all outstanding Shares the Supporting Stockholders own of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Tender and Support Agreements also provide that the Supporting Stockholders will vote their Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Tender and Support Agreements terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the termination of the Tender and Support Agreements by written notice from Lilly or (iv) the date on which any amendment to the Merger Agreement or the Offer is effected without the Supporting Stockholders’ consent that decreases the amount, or changes the form or terms, of consideration payable to all stockholders of Dermira pursuant to the terms of the Merger Agreement Agreement. Collectively, the Supporting Stockholders beneficially owned 7,019,296 Shares (or approximately 12.8% of all Shares outstanding) as of January 9, 2020. See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx LLC, the information agent for the Offer (the “Acceptance TimeInformation Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Bald Eagle Acquisition Corporation, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Xxx Xxxxx and Company, an Indiana corporation (“Lilly”), is offering to purchase all of the outstanding shares of common stock, par value, $0.001 per share (the “Shares”), of Dermira, Inc., a Delaware corporation (“Dermira”), at a purchase price of $18.75 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). Parent The Offer is being made pursuant to an Agreement and Purchaser expressly reserve Plan of Merger, dated January 10, 2020 (as it may be amended from time to time, the right “Merger Agreement”), by and among Xxxxxxx, Lilly and Purchaser, pursuant to waive any Offer Conditionwhich, to increase after consummation of the Offer Price and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into Dermira pursuant to make any other changes in Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change set forth in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases with Dermira continuing as the surviving corporation (the “Surviving Corporation”) and becoming a wholly-owned subsidiary of Lilly (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Dermira or Dermira’s wholly owned subsidiary (“Dermira’s subsidiary”) immediately prior to the Effective Time, (ii) Shares owned by Lilly, Purchaser or any other subsidiary of Lilly at the commencement of the Offer Price and owned by Xxxxx, Purchaser or any other subsidiary of Lilly immediately prior to the number Effective Time or (iii) Shares held by any stockholder who is entitled to demand and properly demands appraisal of such Shares sought pursuant to, and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”), less any applicable tax withholding. Under no circumstances will interest be paid on the purchase price for the Shares accepted for payment in the Offer; • extends the Offer, other than in a manner contemplated including by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends reason of any other term or condition extension of the Offer or any delay in any manner that is adverse to making payment for the holders of Shares. The Merger Agreement contains provisions is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” Tendering stockholders who are record owners of their Shares and who tender directly to govern the circumstances Depositary (as defined above in which the “Summary Term Sheet”) will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Section 6 of the Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by Purchaser is required or permitted pursuant to extend the Offer. SpecificallyStockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Board of Directors of Xxxxxxx (the “Dermira Board”) unanimously: (1) determined that the Offer, the Merger and the other transactions contemplated by the Merger Agreement provides (collectively, the “Transactions”) are advisable, fair, to and in the best interests of Dermira and its stockholders; (2) approved the Merger Agreement and duly authorized and approved the execution, delivery and performance by Dermira of the Merger Agreement and the consummation by Dermira of the Transactions; (3) declared the Merger Agreement and the Transactions advisable; (4) recommended that Purchaser shall extend Dermira’s stockholders tender their Shares in the Offer: • for any period required ; and (5) resolved that the Merger shall be governed by any law or any rule, regulation, interpretation or position and effected under Section 251(h) of the SEC or its staff or Nasdaq; • DGCL. Descriptions of the Dermira Board’s reasons for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to authorizing and approving the Merger Agreement), in Agreement and the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time consummation of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) Transactions are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • set forth in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time Dermira’s Solicitation/Recommendation Statement on the next business day after the then scheduled expiration date of the Offer Schedule 14D-9 (the “Financing Extension NoticeSchedule 14D-9”) ), which is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the information set forth in accordance with the terms Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of the Merger Agreement” and “Reasons for the Recommendation of the Dermira Board.”

TABLE OF CONTENTS. The Offer. The Merger Agreement provides (g) Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Stockholder Approval is obtained, but not after, the Special Committee or the Company Board may, if the Special Committee or the Company Board determines in good faith (after consultation with outside legal counsel) that Purchaser will commence the Offer as promptly as practicable failure to do so would reasonably be expected to be inconsistent with their fiduciary duties under Applicable Law, (I) effect an Adverse Recommendation Change in response to a Superior Proposal or an Intervening Event or (II) solely in response to a Superior Proposal received after the date hereof and that did not result from a material breach of this Section 6.02, take action pursuant to Section 8.01(d)(i); provided, that: (A) the Company shall have provided prior written notice to Parent, at least seventy-two hours in advance, of its intention to effect an Adverse Recommendation Change or to take action pursuant to Section 8.01(d)(i), which notice shall, if applicable, specify the identity of the Merger Agreementparty making a Superior Proposal and the material terms thereof (including copies of all proposed transaction documents); (B) after providing such notice and prior to effecting such Change of Recommendation or taking such action pursuant to Section 8.01(d)(i) , but Company shall, and shall cause its Representatives to, negotiate with Parent in no event later than December 4, 2015. The Offer is subject only good faith (to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject extent Parent desires to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or negotiate) to make any other changes such adjustments in the terms and conditions of this Agreement as would permit the OfferCompany not to effect an Adverse Recommendation Change or take the proposed action pursuant to Section 8.01(d)(i) , except that and (C) the prior written consent of Xxxxxxxxx is required for Special Committee and the Company Board shall have considered in good faith any changes to this Agreement offered in writing by Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated that would form a binding contract if accepted by the Merger Company and shall have determined that the failure to make an Adverse Recommendation Change or terminate this Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may applicable, would reasonably be extended pursuant expected to the Merger Agreement)be inconsistent with its fiduciary duties under Applicable Law, even if Parent's proposed changes were to be given effect and, in the event case of a Superior Proposal, that such Superior Proposal would continue to constitute a Superior Proposal even if Parent's proposed changes were to be given effect. If Parent proposes changes to this Agreement pursuant to this Section 6.02(g) and as of any scheduled Expiration Date any Offer Condition has not been satisfied or waiveda result thereof the Special Committee and the Company Board no longer consider the Superior Proposal to be a Superior Proposal, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) and thereafter material revisions are satisfied and (ii) all comments of the SEC or its staff applicable proposed to the Offer (including documents related Superior Proposal such that the Special Committee or the Company Board again determines in good faith that the failure to the Offer) have been resolved and no rulemake an Adverse Recommendation Change or terminate this Agreement, regulation or interpretations of the SEC or as applicable, would reasonably be expected to be inconsistent with its staff applicable to the Offer would require Parent or Purchaser to extend the Offerfiduciary duties under Applicable Law, then Purchaser will only Company shall be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers deliver a new written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on Parent at least seventy-two hours in advance before Company may make the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance Adverse Recommendation Change or take action pursuant to Section 8.01(d)(i); otherwise comply with the terms applicable requirements of the Merger Agreementthis Section 6.02(g).

TABLE OF CONTENTS. The Offer(iii) certain other specified information relating to Boulder, to the extent reasonably available to Boulder and customarily required with respect to a target company in the preparation of customary rating agency presentations, bank information memoranda, business projections or lender presentations by an acquiring company in connection with the arrangement of loans similar to the loans contemplated by the Commitment Letter. The Merger Boulder may notify Pinnacle in writing when Boulder reasonably believes that it has provided to Pinnacle the Required Bank Information and any such delivery of written notice will be deemed conclusive evidence that Boulder has provided to Pinnacle the Required Bank Information unless Pinnacle in good faith reasonably believes that Boulder has not completed providing the Required Bank Information and objects in writing (stating with specificity the Required Bank Information that has not been provided) within three business days of receipt of such notice. Pinnacle is required to (i) indemnify and hold harmless Boulder and it subsidiaries and its and their respective Representatives from and against any and all out-of-pocket costs and expenses (including attorneys’ fees), judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or obligations directly or indirectly suffered or incurred by any such person or entity in connection with their cooperation and assistance obligations relating to the Credit Agreement provides that Purchaser will commence and the Offer as promptly as practicable after the date of the Merger AgreementFinancing, but in no event later than December 4, 2015. The Offer is subject except and only to the satisfaction of the Minimum Condition and satisfaction extent such costs, expenses, judgments, fines, claims, losses, penalties, damages, interest, awards, liabilities or waiver of the other Offer Conditions that obligations are described finally determined in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered a judicial proceeding (and not withdrawn in subject to further appeal) to have resulted from the Offer promptly after the Expiration Dategross negligence, as it may be extended pursuant to the terms bad faith or willful misconduct of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive Boulder, any Offer Conditionsuch subsidiary or such representatives, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) reimburse Boulder for all comments reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Boulder its subsidiaries and such representatives in connection with their cooperation and assistance obligations relating to the Credit Agreement and the Financing, and (iii) reimburse Boulder for all fees and out-of-pocket expenses of the SEC Boulder’s independent registered accounting firm or its staff applicable other representatives incurred in connection with the cooperation and assistance obligations of Boulder, its subsidiaries and their respective representatives relating to the Offer (including documents related to Credit Agreement and the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementFinancing.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence Company is not required to pay any fees, incur or reimburse any costs or expenses (other than attorneys’ fees arising in connection with the Offer as promptly as practicable after the date fulfillment of the Merger AgreementCompany’s obligations under this provision), but or make any payment in no event later connection with any Company Note (other than December 4in connection with the settlement of any conversion obligation), 2015. The Offer is subject only prior to the satisfaction occurrence of the Minimum Condition and satisfaction or waiver Effective Time. Prior to the Effective Time, subject to the last sentence of the other Offer Conditions that are described in Section 15 —first paragraph of this section “Conditions Treatment of Certain Indebtedness,” the Company will facilitate the execution and delivery of a supplemental indenture to the Trustee of the Offer.” Company Notes at the Effective Time (the “Supplemental Indenture”), which will provide that, effective at the Effective Time, each outstanding Company Note will no longer be convertible into shares of common stock and will 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 satisfaction last sentence of the Minimum Condition and first paragraph of this section “Treatment of Certain Indebtedness”, the other Offer Conditions that are described in Section 15 — “Conditions of Company will take all actions required to be performed by it prior to the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended Effective Time pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes Company Indenture in the terms and conditions of connection with the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum ConditionOffer Closing, the Antitrust Law Conditions or Merger, and the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as other transactions contemplated by the Merger Agreement, decreases including the Offer Price delivery to the Trustee of any documents or instruments required prior to the number Effective Time under the terms of Shares sought the Company Indenture in the Offer; • extends connection with the Offer, the consummation of the Merger and the other than in a manner transactions contemplated by the Merger Agreement; • imposes conditions . The Company will, and will cause its subsidiaries to, deliver 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, cash collateralization, to the Offer 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 all liens, security interests, pledges, or other than encumbrances securing such obligations under, and (iii) the Offer Conditionstermination (to the extent provided therein and pursuant to the terms thereof) on the closing date (such repayment, release, and termination, the “Existing Credit Facility Termination”) of, the Credit Agreement, dated as of February 28, 2014, by and among the Company, Dealertrack Canada Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A. , as administrative agent (the “Company Credit Agreement”), including using reasonable best efforts to obtain a payoff letter in customary form from the agent under the Credit Agreement; • modifies provided, that Parent will provide all funds required to effect all such repayments and cash collateralization of letters of credit and in no event shall the Offer ConditionsCompany or any of its subsidiaries be required to (x) cause the Existing Credit Facility Termination to be effective until the Closing has occurred; or • amends (y) require the Company or any of its subsidiaries to pay any fees, incur or reimburse any costs or expenses, or make any payment, incur any other term liability or condition of give any indemnities in connection with the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyExisting Credit Facility Termination, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant occurrence of the Closing Date (except to the Merger Agreement), extent Parent promptly reimburses (in the event case of ordinary course out-of-pocket costs and expenses) or provides the funding (in all other cases) to the Company or such subsidiary therefor) or incur any liability in connection with the Existing Credit Facility Termination that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at is effective prior to the time occurrence of the scheduled Expiration Closing Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser thereto and any dissenting Shares) will commence be canceled and will be converted automatically into the right to receive consideration equal to the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement Price (the “Acceptance TimeMerger Consideration”). Parent and Purchaser expressly reserve the right to waive any Offer Condition) payable, without interest, to increase the Offer Price or to make any other changes in the terms and conditions holder of such Share, upon surrender of the Offercertificate that formerly evidenced such Share or, except that with respect to uncertificated Shares, upon the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated receipt by the Merger Agreement, decreases the Offer Price or the number Depositary of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions an Agent’s Message (as defined below) relating to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of such Shares. The Merger Agreement contains provisions to govern is more fully described in Section 11—“Purpose of the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, Offer and Plans for HealthTronics; Summary of the Merger Agreement provides and Certain Other Agreements.” Section 5—“Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger” below describes certain material U.S. federal income tax consequences of the sale or conversion of Shares in the Offer and the Merger. Consummation of the Merger is conditioned upon, among other things, the approval of the Merger substantially as set forth in the Merger Agreement by the requisite vote of shareholders of HealthTronics, unless the Merger is consummated as a short-form merger in accordance with Section 14-2-1104 of the Georgia Business Corporation Code (the “GBCC”) as described below. Under the GBCC, the affirmative vote of a majority of the issued and outstanding Shares (a “Majority Vote”), is the only vote of any class or series of HealthTronics’ stock that Purchaser shall extend would be necessary to approve the Merger at any required meeting of HealthTronics’ shareholders. If, following the purchase of Shares by us pursuant to the Offer: • for , during any period required by subsequent offering period, or otherwise, we own outstanding Shares representing a Majority Vote, we will be able to effect the Merger without the affirmative vote of any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended other shareholder. We have agreed pursuant to the Merger Agreement), Agreement to cause all Shares owned by us and our subsidiaries to be voted in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time favor of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms adoption of the Merger AgreementAgreement and approval of the Merger.

TABLE OF CONTENTS. The Offer(b) In the event that this Agreement is terminated, the Company shall have the option, to be exercised by written notice to the Manager within ten (10) days following such termination, to purchase from the Manager the right of the Manager to receive the Incentive Compensation. In exchange therefor the Company will be obligated to pay the Manager a cash purchase price (the “Cash Price”) equal to the amount of the Incentive Compensation that would be paid to the Manager if all of the Company’s assets were sold for cash at their then current fair market value (taking into account, among other things, expected future performance of the underlying investments, the “Fair Market Value”). In the event that the Company does not elect to exercise such option to purchase the Incentive Compensation, the Manager shall have the right to require the Company to do so at the Cash Price by delivering to the Company written notice within twenty (20) days following such termination. The Merger Agreement provides that Purchaser will commence Fair Market Value shall be determined by independent appraisal to be conducted by a nationally recognized appraisal firm mutually agreed upon by the Offer as promptly as practicable after Company and the date Manager. If the Company and the Manager are unable to agree upon an appraisal firm, then each of the Merger AgreementCompany and the Manager shall choose an independent appraisal firm to conduct an appraisal. In such event, (i) if the appraisals prepared by the two appraisers so selected are the same or differ by an amount that does not exceed 20% of the higher of the two appraisals, the Fair Market Value will be deemed to be the average of such appraisals, and (ii) if the two appraisals differ by more than 20% of the higher of the two appraisals, the two appraisers together shall select a third nationally recognized appraisal firm to conduct an appraisal. If the two appraisers are unable to agree as to the identity of such third appraiser, either of the Manager and the Company may request that the American Arbitration Association (“AAA”) select the third appraiser, which shall then be selected by the AAA. The Fair Market Value will then be deemed to be the amount determined by such third appraiser, but in no event later less than December 4, 2015. The Offer is subject only to the satisfaction lower or more than the higher of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in first two appraisals made under this Section 15 —“Conditions of the Offer16(b).” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The OfferHeadings 68 Exhibit A Provisions Relating to Initial Securities and Exchange Securities Appendix I to Exhibit A Form of Initial Security Exhibit B Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S Exhibit C Form of Supplemental Indenture to Add Guarantors Exhibit D Form of Subsidiary Guarantee INDENTURE dated as of November 8, 2016, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”). The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date For and in consideration of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to premises and the satisfaction purchase of the Minimum Condition and satisfaction or waiver Securities by the Holders thereof, each party agrees as follows for the benefit of the other Offer Conditions that are described in Section 15 —“Conditions party and for the equal and ratable benefit of the Offer.” Subject to Holders of (i) the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement Company’s 5.875% Senior Subordinated Notes due 2026 (the “Acceptance TimeDollar Notes”) and the Company’s 6.375% Senior Subordinated Notes due 2024 (the “Sterling Notes”) issued on the date hereof and the guarantees thereof by certain of the Company’s subsidiaries (together, the “Initial Securities”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments if and when issued, an unlimited principal amount of additional Dollar Notes and additional Sterling Notes that may be offered from time to time in one or more series subsequent to the Issue Date as provided for in this Indenture and the guarantees thereof by certain of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer Company’s subsidiaries (the “Financing Extension NoticeAdditional Securities”) and (iii) if and when issued, the Dollar Notes, the Sterling Notes and the guarantees thereof by certain of the Company’s subsidiaries, that may be issued from time to time in accordance exchange for Initial Securities or for Additional Securities each in offers registered under the Securities Act as provided in a Registration Rights Agreement (as hereinafter defined) (the “Exchange Securities”) or if and when issued pursuant to a private exchange of Initial Securities or Additional Securities (the “Private Exchange Securities”, and together with the terms of Exchange Securities, the Merger Agreement.Initial Securities and Additional Securities, the “Securities”):

TABLE OF CONTENTS. The OfferAt any time after a Person becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the outstanding Common Stock, the Board of Directors may cause the Company to exchange the Rights (other than Rights owned by an Acquiring Person which will have become void), in whole or in part, for Common Stock at an exchange rate of one share of Common Stock per Right (subject to adjustment). The Merger Agreement provides that Purchaser No adjustment in the Purchase Price will commence be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Stock or Common Stock will be issued (other than fractions of Preferred Stock which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the Offer as promptly as practicable after election of the Company, be evidenced by depository receipts), and in lieu thereof, a payment in cash will be made based on the market price of the Preferred Stock or Common Stock on the last trading date prior to the date of the Merger Agreementexercise. The Rights may be redeemed in whole, but not in no event later than December 4part, 2015. The Offer is subject only to the satisfaction at a price of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement $0.01 per Right (the “Acceptance TimeRedemption Price”)) by the Board of Directors at any time prior to the time that an Acquiring Person has become such. Parent The redemption of the Rights may be made effective at such time, on such basis and Purchaser expressly reserve with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to waive any Offer Conditionexercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to increase the Offer Price vote or to make any other changes in the terms and conditions receive dividends. Any of the Offerprovisions of the Agreement may be amended by the Board of Directors for so long as the Rights are then redeemable, except that and after the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum ConditionRights are no longer redeemable, the Antitrust Law Conditions Company may amend or supplement the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer Agreement in any manner that is adverse to does not adversely affect the interests of the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions Rights (other than the Minimum Condition) are satisfied and (ii) all comments an Acquiring Person or an affiliate or associate of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementAcquiring Person).

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence Completion of the Offer as promptly as practicable after the date of Holding Company Reorganization Is Subject to Certain Conditions (page 40) As more fully described in this proxy statement/prospectus and in the Merger Agreement, but in no event later than December 4the obligation of each of Seaspan, 2015. The Offer Atlas and Merger Sub to complete the holding company reorganization is subject only to the satisfaction (or, to the extent permitted by applicable law, waiver) of a number of conditions, including the following: • The holding company reorganization proposal to be submitted to the vote of the Minimum Condition holders of Seaspan common shares at the Special Meeting shall have been approved in accordance with Seaspan’s organizational documents, the BCA and satisfaction or waiver the rules and regulations of the other Offer Conditions that are described SEC and NYSE, as applicable. • All consents required to be obtained from or made with any governmental authority in Section 15 —“Conditions of order to consummate the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” transactions contemplated by the Merger Agreement provides that Purchaser willshall have been obtained or made. • All consents required to be obtained from or made with any third person (other than a governmental authority) in order to consummate the transactions contemplated by the Merger Agreement shall have been obtained or made. • No order by any governmental authority shall have been entered and shall continue to be in effect, and Parent will cause Purchaser tono law shall have been adopted or be effective, accept in each case that temporarily or permanently prohibits, enjoins or makes illegal the consummation of the Merger, and no action shall have been brought by any governmental authority and remain pending, that seeks an order that would prohibit, enjoin or make illegal the consummation of the Merger. • The registration statement, of which this proxy statement/prospectus forms a part, shall have become effective under the Securities Act and shall not be the subject of any stop order suspending the effectiveness thereof or any proceedings seeking any such stop order. • Atlas common shares and Atlas preferred shares shall have been approved for payment all Shares validly tendered and not withdrawn in listing on the Offer promptly after the Expiration DateNYSE, as it may be extended pursuant subject to the terms completion of the holding company reorganization. Termination of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (ipage 40) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with Under the terms of the Merger Agreement, the Merger Agreement may be terminated and the holding company reorganization may be abandoned at any time prior to the effective time of the Merger by action of the Seaspan board of directors. In the event of termination, the Merger Agreement will become void and have no effect, and neither Seaspan, Atlas, Merger Sub nor their respective shareholders, directors or officers shall have any liability with respect to such termination or abandonment. However, pursuant to the Acquisition Agreement, the Merger Agreement cannot be terminated in any manner that would result in an adverse effect on any Seller (as defined below) in the APR Acquisition. Regulatory Approvals (page 36) The Merger Agreement and the transactions contemplated by the Merger Agreement are not subject to any regulatory requirement or approval, except for filings with the Registrar or Deputy Registrar of Corporations of the Republic of the Xxxxxxxx Islands necessary to effectuate the transactions contemplated by the Merger Agreement. Neither Atlas nor Seaspan is aware of any material governmental approvals or actions that are required for completion of the holding company reorganization other than those described above. It is presently contemplated that if any such additional material governmental approvals or actions are required, those approvals or actions will be sought.

TABLE OF CONTENTS. State Takeover Laws. A number of states (including Delaware, where Boulder is incorporated) have adopted takeover laws and regulations that purport, to varying degrees, to be applicable to attempts to acquire securities of corporations that are incorporated in such states or that have substantial assets, stockholders, principal executive offices or principal places of business therein. Section 203 of the DGCL prevents certain “business combinations” with an “interested stockholder” (generally, any person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the time such person became an interested stockholder, unless, among other things, prior to the time the interested stockholder became such, the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became such. Boulder has, in its certificate of incorporation, opted out of Section 203 of the DGCL, and therefore Section 203 of the DGCL is inapplicable to the Transactions. The Purchaser has not attempted to comply with any other state takeover laws in connection with the Offer or the Merger. To the extent that the provisions of other state takeover statutes purport to apply to the Offer or the Merger, the Purchaser believes that such laws conflict with federal law and constitute an unconstitutional burden on interstate commerce. However, the Purchaser reserves the right to challenge the validity or applicability of any state law allegedly applicable to the Offer, the Merger, the Merger Agreement or the transactions contemplated thereby, and nothing in this Offer to Purchase or any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer, the Merger or the Merger Agreement and the other agreements and transactions referred to therein, as applicable, the Purchaser may be required to file certain documents with, or receive approvals from, the relevant state authorities, and the Purchaser might be unable to accept for payment or purchase the Shares tendered pursuant to the Offer or be delayed in continuing or consummating the Offer. The Merger Agreement provides that In such case, the Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreementmay not be obligated to accept for purchase, but in no event later than December 4or pay for, 2015any Shares tendered. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in See Section 15 —“Conditions 15—“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that Appraisal Rights. No appraisal rights are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse available to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances Shares in which Purchaser is required or permitted to extend connection with the Offer. SpecificallyHowever, if the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position takes place pursuant to Section 251(h) of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended DGCL stockholders who have not tendered their Shares pursuant to the Merger Agreement), in Offer and who comply with the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time applicable legal requirements will have appraisal rights under Section 262 of the scheduled Expiration DateDGCL. If you choose to exercise your appraisal rights in connection with the Merger and you comply with the applicable legal requirements under the DGCL, (i) all you will be entitled to payment for your Shares based on a judicial determination of the Offer Conditions (other fair value of your Shares, together with interest, as determined by the Delaware Court of Chancery. This value may be the same, more or less than the Minimum Condition) are satisfied and (ii) all comments of price that the SEC or its staff applicable Purchaser is offering to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend pay you in the Offer and its Expiration Date beyond the then-scheduled Expiration Date Merger. Moreover, the Purchaser may argue in an appraisal proceeding that, for up to two additional periods not to exceed an aggregate purposes of 20 business days; and • such a proceeding, the fair value of such Shares is less than the price paid in the event that Offer and the Chief Operating Officer Merger. Under Section 262 of Parent delivers the DGCL, where a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on merger is approved under Section 251(h) of the next business day after DGCL, either a constituent corporation before the then scheduled expiration effective date of the Offer (merger, or the “Financing Extension Notice”) surviving corporation within ten 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 accordance such notice a copy of Section 262. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL. Any holder of Shares who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so, should review the discussion of appraisal rights in the Schedule 14D-9 as well as Section 262 of the DGCL, attached as Annex III to the Schedule 14D-9, carefully because failure to timely and properly comply with the terms procedures specified may result in the loss of appraisal rights under the Merger AgreementDGCL. Any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise such rights.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly (g) As soon as practicable after on the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions commencement of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent Purchaser shall (i) prepare and Purchaser to: • waive file with the Minimum ConditionSEC, in accordance with Rule 14d-3 under the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Exchange Act, a Tender Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions Statement on Schedule TO with respect to the Offer other than (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall include, as exhibits, the Offer Conditions; • modifies 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 Conditions; or • amends any other term or condition of the Offer in any manner that is adverse Documents to the be disseminated to holders of Shares, as and to the extent required by the Securities Act and the Exchange Act. The Merger Agreement contains provisions Company shall promptly furnish to govern Parent and the circumstances Purchaser in which 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 is 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, and the Purchaser agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by the Securities Act or permitted the Exchange Act. Without limiting the foregoing, in the event of an Adverse Recommendation Change, Parent shall cause the Offer Documents to extend disclose such event. The Company and its counsel shall be given a reasonable opportunity to review the OfferOffer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. SpecificallyIn addition, the Merger Agreement provides that Purchaser shall extend provide the Offer: • for Company and its counsel with copies of any period required by written comments, and shall inform them of any law oral comments, that the Purchaser or any rule, regulation, interpretation or position of its counsel may receive from time to time from the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior with respect to the Outside DateOffer Documents promptly after receipt of such comments, as it may and any written or oral responses thereto. The Company and its counsel shall be extended given a reasonable opportunity to review any such written responses and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Notwithstanding the foregoing, Parent and Purchaser’s obligations pursuant to the Merger Agreement), in the event that immediately preceding three sentences shall not apply if an Adverse Recommendation Change has occurred. Parent and Purchaser shall use commercially reasonable efforts to as of promptly as practicable respond to any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to regarding the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementDocuments.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides prohibits the Company Board or any committee thereof from: • withholding, changing, amending, withdrawing or qualifying (or modifying in a manner adverse to Parent) or proposing to withhold, change, amend, withdraw or qualify (or modify in a manner adverse to Parent) the approval, recommendation or declaration of advisability by the Company Board or any such committee of the Merger Agreement, the Offer, the Merger or any of the other transactions contemplated thereby (a “Change of Board Recommendation”); • adopting, approving, recommending or otherwise declaring advisable the adoption of any Acquisition Proposal, publicly proposing to adopt, approve or recommend any Acquisition Proposal or publicly taking a neutral position or no position with respect to an Acquisition Proposal; • submitting any Acquisition Proposal or any matter related thereto to the vote of the stockholders of the Company; or • resolving or agreeing to take any of the actions described above (each such action set forth above being referred to as an “Adverse Recommendation Change”). Notwithstanding anything in the Merger Agreement to the contrary, prior to the Acceptance Time, the Company Board may make a Change of Board Recommendation if the Company Board reasonably determines in good faith, after consultation with its outside legal counsel and its independent financial advisor, that Purchaser will commence the Offer failure to do so would reasonably be expected to breach the fiduciary duties owed by the Company Board to the stockholders of the Company under Delaware law (A) for a reason unrelated to an Acquisition Proposal in light of an Intervening Event; provided, however, that the receipt of an Acquisition Proposal or Superior Proposal shall not constitute an Intervening Event, or (B) in response to an unsolicited Acquisition Proposal that the Company Board reasonably determines in good faith, after consultation with outside legal counsel and a financial advisor, constitutes a Superior Proposal, provided that the Company Board may not effect such a Change of Board Recommendation unless: • in response to the Intervening Event the Company Board shall have first provided prior written notice to Parent at least five business days in advance that it is prepared to effect a Change of Board Recommendation (an “Intervening Event Notice”) or in response to the Superior Proposal the Company Board shall have first provided prior written notice to Parent at least five business days in advance that it is prepared to effect a Change of Board Recommendation (a “Superior Proposal Notice”), which notice shall, if the basis for the proposed action by the Company Board is related to an Intervening Event, specify in reasonable detail the Intervening Event and the facts, circumstances and other conditions giving rise to such proposed action or, if the basis for the proposed action by the Company Board is a Superior Proposal, specify in reasonable detail the material terms and conditions of such Superior Proposal (including the identity of the party making such Superior Proposal) and a complete unredacted copy of the relevant proposed or final transaction agreements and documents with the party making such Superior Proposal, including the definitive agreement with respect to such Superior Proposal shall be contemporaneously provided; and • Parent does not make, within five business days after the receipt of such notice, a proposal that would, in the reasonable good faith judgment of the Company Board (after consultation with its outside legal counsel), cause such events, facts and circumstances to no longer require the Company Board to effect a Change of Board Recommendation to comply with its fiduciary duties or cause the offer previously constituting a Superior Proposal to no longer constitute a Superior Proposal, as promptly the case may be. The Company agrees that, during the five business day period prior to its effecting a Change of Board Recommendation, the Company and its representatives shall negotiate in good faith with Parent (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement in such a manner that would obviate the need for the Company Board to effect such Change of Board Recommendation. Any material changes to such Intervening Event (including successive changes) or revisions to the financial terms or other material terms of such Superior Proposal (including successive revisions), as practicable the case Table of Contents may be, occurring prior to the Company’s effecting a Change of Board Recommendation, shall require the Company to provide to Parent a new Intervening Event Notice or Superior Proposal Notice and a five business day period and, in determining whether to effect a Change of Board Recommendation, the Company Board shall take into account any such changes. As used in the Merger Agreement, an “Intervening Event” means a material event, change or development with respect to the Company and its subsidiaries taken as a whole arising after the date of the Merger Agreement, but in no event later than December 4which is • unknown to, 2015. The Offer is subject only nor reasonably foreseeable by, the Company Board as of or prior to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms date of the Merger Agreement (and • becomes known to or by the “Company Board prior to the Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions does not prohibit the Company Board from (i) disclosing to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position stockholders of the SEC Company a position contemplated by Rule 14e-2(a) or its staff complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior ii) making any disclosure to the Outside Date, as it may be extended pursuant stockholders of the Company that the Company Board determines in good faith (after consultation with its outside legal counsel) are necessary to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waivedcomply with its fiduciary duties under Delaware law, provided that if, at the time content of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with any such disclosure is governed by the terms of the Merger Agreement, and provided, further, that any such disclosure that does not contain an express reaffirmation of the Company Board of the Merger Agreement, the Offer and the Merger or an express rejection of any Acquisition Proposal shall be deemed a Change of Board Recommendation. As used in the Merger Agreement, an “Acquisition Proposal” means any offer or proposal concerning any • merger, consolidation, share exchange, liquidation, dissolution, recapitalization, reorganization or other business combination or similar transaction involving the Company; • sale, lease, mortgage, exclusive license, or other disposition of assets of the Company (including equity interests of a subsidiary of the Company) or any subsidiary of the Company representing 15% or more of the consolidated assets of the Company and its subsidiaries; • issuance or sale by the Company of equity interests representing 15% or more of the voting power of the Company; • transaction in which any person will acquire beneficial ownership or the right to acquire beneficial ownership or any group has been formed which beneficially owns or has the right to acquire beneficial ownership of, equity interests representing 15% or more of the voting power of the Company; or • any combination of the foregoing (in each case, other than the Offer and the Merger). As used in the Merger Agreement, a “Superior Proposal” means a bona fide written proposal for a merger or consolidation, or a tender offer or exchange offer, to acquire at least 85% of the outstanding shares of the capital stock of the Company made by a third party that, taking into account the financial, legal, regulatory and other aspects of such proposal, • in the good faith judgment of the Company Board, after consultation with outside legal counsel and its independent financial advisor, would, if consummated, result in a transaction that is more favorable to the Company’s stockholders, from a financial point of view, than the Offer and the Merger (after giving effect to all adjustments to the terms thereof which may be irrevocably offered by Parent pursuant to the Merger Agreement) and • is reasonably capable of being consummated on the terms proposed.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable If, at any time after the date principal amount of and premium, if any, and interest on the Debt Securities of such series shall have been so declared due and payable, and before any judgment or decree for the payment of the Merger Agreementmonies due shall have been obtained or entered as hereinafter provided, but Holders of a majority in no event later than December 4aggregate principal amount of the Debt Securities of such series then outstanding on behalf of the Holders of all of the Debt Securities of such series then outstanding, 2015. The Offer is subject only by written notice to the satisfaction of the Minimum Condition Issuer and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction Trustee, may waive all Defaults or Events of the Minimum Condition Default and the other Offer Conditions that are described rescind and annul such declaration and its consequences, subject in all respects to Section 15 — “Conditions 6.07 hereof, if all Events of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the OfferDefault, other than the nonpayment of the principal amount and any accrued and unpaid interest that have become due solely because of such acceleration, have been cured or waived. No such rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. The Issuer shall notify in writing a manner contemplated by Responsible Officer of the Merger Agreement; • imposes conditions Trustee, promptly upon becoming aware thereof, of any Event of Default, as provided in Section 4.08 hereof. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or rescission and annulment or for any other reason or shall have been determined adversely to the Offer other than Trustee, then and in every such case the Offer Conditions; • modifies Issuer, the Offer Conditions; or • amends any other term or condition Holders of Debt Securities of such series, and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyIssuer, the Merger Agreement provides that Purchaser Holders of Debt Securities of such series, and the Trustee shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but continue as though no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not such proceeding had been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementtaken.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence Lead Arranger, the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition Issuing Bank and the other Offer Conditions that are described in Section 15 — “Conditions of Lenders to treat the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and Borrower Materials as not withdrawn in the Offer promptly after the Expiration Date, as containing any material non-public information (although it may be extended pursuant sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall remain subject to the provisions of Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information” (it being understood that the Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC”). Notwithstanding the foregoing, to the extent the Borrower has had a reasonable opportunity to review, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) notification of changes in the terms of the Merger Agreement Loans, (3) the financial statements delivered under Section 5.01(a) and (b) above and (4) Compliance Certificates delivered under Section 5.01(c) above. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Acceptance Time”). Parent and Purchaser expressly reserve Private Side Information” or similar designation on the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions content declaration screen of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change Platform in the terms or conditions of the Offer that: • changes the form of consideration order to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC enable such Public Lender or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Datedelegate, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Communications that are not made available through the terms “Public Side Information” portion of the Merger AgreementPlatform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.”

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only If you cannot deliver everything required to make a valid tender to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are Depositary (as described below) prior to such time, you may be able to use a guaranteed delivery procedure, which is described in Section 15 —3 — “Conditions of Procedures for Accepting the OfferOffer and Tendering Shares.” Subject Please give your broker, dealer, commercial bank, trust company or other nominee instructions with sufficient time to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all permit such nominee to tender your Shares validly tendered and not withdrawn in the Offer promptly after by the Expiration Date, as it may be extended . Acceptance for payment of Shares pursuant to and subject to the terms conditions of the Merger Agreement (Offer is referred to as the “Offer Closing,” and the date and time at which such Offer Closing occurs is referred to as the “Acceptance Time”). Parent .” The date and Purchaser expressly reserve time at which the right Merger becomes effective is referred to waive any Offer Condition, to increase as the Offer Price or to make any other changes in the terms and conditions “Effective Time.” See Section 1 — “Terms of the Offer, except that ” and Section 3 — “Procedures for Accepting the prior written consent of Xxxxxxxxx is required for Parent Offer and Purchaser to: • waive Tendering Shares.” Can the Minimum ConditionOffer be extended and under what circumstances? Yes, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change Offer can be extended. We have agreed in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that that, subject to our rights to terminate the Merger Agreement in accordance with its terms, Purchaser shall will extend the Offer: • Offer (i) for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or NASDAQ Stock Market (“Nasdaq; • ”) applicable to the Offer, and (ii) for successive extension periods of up to ten business days each (but no later than the second business day prior to August 18, 2016 (August 18, 2016 being referred to as the “Initial Outside Date” and, as it such date may be extended pursuant to the Merger Agreement, the “Outside Date”)), in the event that as of if at any scheduled Expiration Date any Offer Condition (as defined below) has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (ix) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (iiy) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will is only be required to extend the Offer and its the Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; . In addition, following the satisfaction or waiver of all Offer Conditions, we have the right to extend the Offer for up to ten business days (but no later than two business days before November 18, 2016) if Parent and • Purchaser are in compliance in all material respects with their respective covenants and agreements in the event that Merger Agreement related to obtaining financing and we have been unable to obtain proceeds of financing sufficient (together with any funds available to Parent or Purchaser) to consummate the Offer and the Merger on the date on which the Acceptance Time would otherwise occur (such financing, the “Requisite Financing”), and the Chief Executive Officer or Chief Operating Officer of Parent delivers a written notice certifies to Xxxxxxxxx no that (i) Parent and Purchaser have complied in all material respects with their respective covenants and agreements in the Merger Agreement related to obtaining financing, (ii) Parent has been and remains unable to obtain the Requisite Financing as of the date on which the Acceptance Time would otherwise occur and (iii) the certification is being delivered solely to extend the Offer to obtain the Requisite Financing. See Section 1 — “Terms of the Offer.” How will I be notified if the Offer is extended? If we extend the Offer, we will inform Computershare Trust Company, N.A., which is the depositary and paying agent for the Offer (the “Depositary”) and will issue a press release announcing the extension not later than 8:00 a.m. Eastern Time 9:00 a.m., New York City time, on the next business day after the then previously scheduled expiration date Expiration Date. See Section 1 — “Terms of the Offer (the “Financing Extension NoticeOffer.”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence Neither the Offer as promptly as practicable after HealthTronics board nor any committee thereof will, (i) (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 date adoption, approval, recommendation or declaration of advisability by the HealthTronics board or any such committee thereof of the Merger Agreement, but in no event later than December 4the Offer, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction Merger or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” transactions contemplated by the Merger Agreement provides that Purchaser willor (B) recommend, and Parent will cause Purchaser 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, accept for payment all Shares validly tendered and not withdrawn in 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 promptly 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 the Expiration Date, as consultation with outside counsel) that it may be extended pursuant 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 Merger Agreement proposed action by the HealthTronics board, (Y) during the 5 day period following delivery of the Company Notice of Adverse Recommendation to Endo (the “Acceptance TimeNotice Period”). Parent , direct its outside counsel and Purchaser expressly reserve financial advisor to negotiate with Endo in good faith (to the right extent Endo elects to waive any Offer Condition, to increase the Offer Price or negotiate) to make any other changes in such adjustments to the terms and conditions of the OfferMerger Agreement so that such Superior Proposal ceases to constitute a Superior Proposal, except 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 the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make 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 Offer that: • changes period from the form date of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend through the Offer: • for Offer Closing, HealthTronics will not terminate, amend, modify or waive any period required by provision of any law confidentiality agreement to which it or any ruleHealthTronics Entity is a party. During such period, regulationHealthTronics will enforce, interpretation or position to the fullest extent permitted under applicable law, the provisions of any such 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 SEC United States of America or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementstate having jurisdiction.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms Offer, subject to the right of the Merger Agreement Five Prime Board to withdraw (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than modify in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions Amgen or Purchaser) or publicly propose to govern the circumstances withdraw or withhold (or modify or qualify in which Purchaser is required a manner adverse to Amgen or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or Purchaser) its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) recommendation in accordance with the terms of the Merger Agreement. The execution and delivery of the Merger Agreement and all of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are collectively referred to as the “Transactions.” Who is offering to buy my shares? Purchaser, a wholly owned subsidiary of Amgen, is offering to purchase for cash, subject to certain conditions, including the satisfaction of the Minimum Condition, any and all of the outstanding Shares. Purchaser is a Delaware corporation that was formed for the sole purpose of engaging in the transactions contemplated by the Agreement and Plan of Merger, dated as of March 4, 2021 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Purchaser, Amgen and Five Prime, and 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 other conditions to the Offer are satisfied or waived and we consummate the 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 all of the outstanding Shares on the terms and 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 12—“Background of the Offer; Past Contacts, Negotiations and Transactions” of this Offer to Purchase, 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 other conditions of the 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 further action by the stockholders of Five Prime. What is the market value of my Shares as of a recent date? On March 3, 2021, the last full trading day before public announcement of the execution of the Merger Agreement, the closing price of 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. The OfferUnder the terms of the Confidentiality Agreement, Carbon Black and Parent agreed that each of Carbon Black and Parent would keep confidential all information furnished to one another pursuant to the Confidentiality Agreement for a period of three years, subject to certain exceptions, to use this information solely in connection with a possible transaction between the parties and to not make any public announcement regarding the Confidentiality Agreement or possible transaction, except as required by law. The Merger Agreement provides Parent has agreed that Purchaser for a period of twelve months from the signing of the Confidentiality Agreement, no Parent employee who comes into contact with those Carbon Black employees who first came into contact with Parent as part of Parent’s investigation of the possible transaction (“Carbon Black Named Employees”), will commence solicit for employment or employ or cause to leave the Offer employ of Carbon Black or any of its subsidiaries any (i) executive officer of Carbon Black or (ii) Carbon Black Named Employees. This provision does not prevent Xxxxxx’s general solicitations for employees such as promptly as practicable after advertisements, the internet or recruiting firms. Under the Confidentiality Agreement, Parent, on behalf of itself and its affiliates and representatives, also agreed to certain “standstill” provisions for the benefit of Carbon Black that expire twelve months from the date of the Merger Confidentiality Agreement, but in no event later than December 4including restrictions that prohibit such parties from on its behalf or at its discretion, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction directly or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Dateindirectly, (i) proposing any merger, consolidation, business combination, tender or exchange offer, (ii) purchasing of Carbon Black’s assets or businesses or any recapitalization, liquidation or extraordinary transaction with respect to Carbon Black, (iii) acquiring beneficial ownership of any securities of Carbon Black, (iv) proposing or seeking any solicitation of proxies or consents to vote any securities of Carbon Black, (v) nominating any person as a director of Carbon Black or proposing any matter to be vote upon by Carbon Black stockholders; (vi) forming, joining or in any way participating in a third party group (as used in the rules of the SEC), (vii) requesting that Carbon Black amend or waive the foregoing; or (viii) taking any action that would reasonably be expected to require Carbon Black to make a public announcement regarding a potential business combination, in each case subject to exceptions detailed in the Confidentiality Agreement. This summary and description of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which is filed as Exhibit (d)(2) to the Schedule TO, which is incorporated herein by reference. Support Agreements On August 22, 2019, we entered into Support Agreements (the “Support Agreements”) with certain Carbon Black stockholders (the “Supporting Stockholders”), pursuant to which the Supporting Stockholders have agreed, among other things, to tender all of their Shares in the Offer Conditions and take certain other actions in furtherance of the Merger. The Shares subject to the Support Agreements represent, in the aggregate, approximately 19.97% of the outstanding Shares as of August 22, 2019. This summary and description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the Support Agreement, the form of which is filed as Exhibit (d)(3) to the Schedule TO, which is incorporated herein by reference. Exclusivity Agreement On August 12, 2019, Carbon Black and Parent entered into an exclusivity agreement (the “Exclusivity Agreement”) whereby, in connection with discussions regarding a possible transaction between Carbon Black and Parent and the requirement to expend a substantial amount of time, effort and resources in connection with their consideration of such transaction, Carbon Black and Parent agreed that, from August 12, 2019 until the earliest to occur of (i) the execution of an acquisition agreement between Carbon Black and Parent, (ii) 11:59 pm New York time on August 22, 2019, and (iii) the time at which Parent reduced, or proposed a reduction in, the Offer Price, Carbon Black and its representatives would not solicit, initiate, continue, entertain, knowingly encourage, assist, participate in any negotiations or communications regarding, or cooperate with any inquiry, Table of Contents proposal or offer from, or furnish any non-public information to, any third party (other than Parent) regarding any Acquisition Transaction (as defined in the Minimum Condition) are satisfied and (ii) all comments Exclusivity Agreement). This summary of the SEC or Exclusivity Agreement is only a summary and is qualified in its staff applicable entirety by reference to the Offer Exclusivity Agreement, which is filed as Exhibit (including documents related d)(4) to the Offer) have been resolved Schedule TO and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementincorporated herein by reference.

TABLE OF CONTENTS. exercise your appraisal rights in connection with the Merger and you properly demand and perfect such rights in accordance with Section 262 of the DGCL, you may be entitled to payment for your Shares based on a judicial determination of the fair value of your Shares. Any such judicial determination of the fair value of the Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of the Shares. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer or the per Share price to be paid in the Merger. If any stockholder of the Company who demands appraisal under Section 262 of the DGCL fails to properly demand or perfect such rights, or effectively withdraws or loses his or her right to appraisal, as provided in the DGCL, each of the Shares of such holder will be converted into the right to receive an amount equal to the Offer Price. • The foregoing summary of the rights of dissenting stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by the Company’s stockholders desiring to exercise any available appraisal rights, and is qualified in its entirety by reference to Delaware law, including without limitation, Section 262 of the DGCL. See Section 15 — “Certain Legal Matters; Regulatory Approvals.” ​ WITH WHOM MAY I TALK IF I HAVE QUESTIONS ABOUT THE OFFER? • You can call Innisfree M&A Incorporated, the Information Agent, toll-free at (000) 000-0000. See the back cover of this Offer to Purchase. Except as otherwise set forth in this Offer to Purchase, references to “dollars” and “$” shall be to United States dollars. TABLE OF CONTENTS​ To All Holders of Shares of CymaBay Therapeutics, Inc. INTRODUCTION Pacific Merger Sub, Inc., a Delaware corporation (“Purchaser”), is offering to purchase (the “Offer”) all outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”), at a price per Share of $32.50, net to the seller in cash, without interest (the “Offer Price”) and subject to any withholding of taxes, upon the terms and subject to the conditions described in this Offer to Purchase (together with any amendments or supplements hereto, this “Offer to Purchase”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”). Purchaser is a wholly owned subsidiary of Gilead Sciences, Inc. (“Parent”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of February 11, 2024 (together with any amendments or supplements thereto, the “Merger Agreement”), by and among the Company, Parent and Purchaser, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company (the “Merger”), and the Company will be the surviving corporation and a wholly owned subsidiary of Parent (such corporation, the “Surviving Corporation”). If your Shares are registered in your name and you tender directly to Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), in its capacity as depositary and paying agent for the Offer (in such capacities, the “Depositary”), you will not be obligated to pay brokerage fees or commissions or, except as otherwise provided in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. The Merger Agreement provides If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you should check with such institution as to whether they charge any service fees or commissions. In addition, if you do not complete and sign the Internal Revenue Service (“IRS”) Form W-9 that Purchaser will commence is provided with the Letter of Transmittal, or an IRS Form W-8BEN or other IRS Form W-8, as applicable, or otherwise establish an exemption, you may be subject to U.S. federal backup withholding (at a rate currently equal to 24%) on the gross proceeds payable to you pursuant to the Offer as promptly as practicable after or the date Merger. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely furnished in the appropriate manner to the IRS. All stockholders should review the discussion in Section 3 — “Procedures for Tendering Shares” and Section 5 — “Certain U.S. Federal Income Tax Consequences of the Merger AgreementOffer and the Merger.” We will pay all charges and expenses of the Depositary and Innisfree M&A Incorporated, but in no event later than December 4, 2015the information agent for the Offer (the “Information Agent”). The Offer is not subject to any financing condition. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willconditions, and Parent will cause Purchaser toamong others, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.:

TABLE OF CONTENTS. The If, on or before the Expiration Date, Purchaser increases 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. The Merger Agreement provides that Purchaser will commence expressly reserves the Offer as promptly as practicable after right (a) not to accept for payment or (subject to any applicable rules and regulations of the date of SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and (b) to delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and to the extent permitted by the Merger Agreement, but in no event later than December 4, 2015. The terminate the Offer is (x) upon the termination of the Merger Agreement or (y) at any scheduled Expiration Date (subject only to any extensions of the Offer pursuant to the satisfaction of Merger Agreement) or amend the Offer if (i) the Minimum Condition and satisfaction has not been satisfied as of one minute following 11:59 p.m. New York time on such Expiration Date or waiver (ii) any of the other conditions to the Offer Conditions that are described have not been satisfied or waived (to the extent waivable) in writing by Amgen. See Section 15 —“Conditions 15—“Conditions of the Offer.” Subject Under certain circumstances we may terminate the Merger Agreement and the Offer. See Section 14—“The Merger Agreement; Other Agreements.” As promptly as practicable following the consummation of the Offer and subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willor, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms extent permitted by applicable law, waiver of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes certain conditions set forth in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the OfferFive Prime, other than in a manner contemplated by Purchaser and Amgen will consummate the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition without a meeting of the stockholders of Five Prime in accordance with Section 251(h) of the DGCL. Five Prime has provided Purchaser or its designee with Five Prime’s stockholder lists and security position listings for the purpose of disseminating this Offer in any manner that is adverse to Purchase, the Letter of Transmittal and related materials to holders of Shares. The Merger Agreement contains provisions This Offer to govern Purchase and the circumstances in which Purchaser is required related Letter of Transmittal will be mailed by or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position on behalf of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend record holders of Shares whose names appear on Five Prime’s stockholder lists and will be furnished by or on behalf of Purchaser to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the Offernames of whose nominees, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time appear on the next business day after the then scheduled expiration date stockholder lists or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementShares.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of In accordance with the Merger Agreement, but if we accept Shares in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to , we will acquire the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all remaining Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”)Merger. Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by Under the Merger Agreement, decreases following our acceptance for payment of the Offer Price or the number of Shares sought in the Offer; • extends , we have the Offeroption under the top-up option to purchase from Xxxxxx Xxxx, other subject to certain limitations, a number of additional Shares sufficient to cause DSM and Purchaser to own one Share more than in a manner contemplated by 90% of the then outstanding Shares. See "The Merger Agreement—Top-Up Option" below. Under the Merger Agreement; • imposes conditions to , if Purchaser acquires at least 90% of the total outstanding Shares either in the Offer other than or through the Offer Conditions; • modifies exercise of the Offer Conditions; or • amends any other term or condition top-up option, DSM and Purchaser will act to effect the Merger under the "short-form" merger provisions of Section 253 of the DGCL. See "The Merger Agreement—The Merger" below. We are conducting a detailed review of Xxxxxx Xxxx and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and will consider what, if any, changes would be desirable in light of the circumstances which exist upon completion of the Offer. We will continue to evaluate the business and operations of Xxxxxx Xxxx during the pendency of the Offer in any manner that is adverse to and after the holders consummation of Shares. The the Offer and the Merger Agreement contains provisions to govern and will take such actions as we deem appropriate under the circumstances then existing. Thereafter, we intend to review such information as part of a comprehensive review of Xxxxxx Xxxx'x business, operations, capitalization and management with a view of optimizing development of Xxxxxx Xxxx'x potential in which Purchaser is required conjunction with DSM's existing businesses. Possible changes could include changes in Xxxxxx Xxxx'x business, corporate structure, charter, by laws, capitalization, board of directors, management or permitted dividend policy, although, except as disclosed in this Offer to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant Purchase and subject to the Merger Agreement), DSM and Purchaser have no current plans with respect to any of such matters. Except as disclosed in the event this Offer to Purchase, we do not have any present plans or proposals that would result in an extraordinary corporate transaction involving Xxxxxx Xxxx or any of its subsidiaries, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of a material amount of assets, or any scheduled Expiration Date any Offer Condition has not been satisfied material changes in Xxxxxx Xxxx'x capitalization, corporate structure, business or waived, provided that if, at the time composition of the scheduled Expiration Date, (i) all its management or board of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementdirectors.

TABLE OF CONTENTS. The Offer. The the Other Company Representations (i.e., those representations and warranties of the Company that are not contained in Section 5.02(c) of the Merger Agreement provides and that Purchaser will commence are not Specified Company Representations), disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Offer Acceptance Time as promptly if made at and as practicable after 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 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 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: (i) the approval of the Company Board of the Merger Agreement and the transactions contemplated thereby, (ii) the certificate of incorporation and bylaws (or similar governing documents) 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 is a party, and (iv) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of the Merger Agreement and the Acceptance Time; • the Company shall have performed in all material respects its obligations under the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the satisfaction foregoing effect; • there shall not be instituted, pending or overtly threatened any Proceeding (which 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 acceptance for payment by Purchaser of the Minimum Condition and satisfaction Shares tendered pursuant to the Offer or waiver the consummation of the other Offer Conditions Merger or seeking to obtain material damages in connection therewith; • seeking to restrain or prohibit Parent’s ownership or operation (or that are described in Section 15 —“Conditions of its Affiliates) of all or any material portion of the Offer.” Subject business, assets or products of the Company and 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 the right to vote such shares on all matters properly presented to the satisfaction of Company’s stockholders; or • seeking in connection with the Minimum Condition Offer, the Merger and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as transactions contemplated by the Merger AgreementAgreement to require divestiture by Parent, decreases the Offer Price Purchaser or the number any of Shares sought in the Offer; • extends the OfferParent’s other Affiliates of any Equity Interests (which are defined to include any share, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; capital stock, partnership, member or • amends any other term or condition of the Offer similar interest in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required entity, and any option, warrant, right or permitted to extend the Offer. Specificallysecurity convertible, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law exchangeable or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreementexercisable therefor), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.;

TABLE OF CONTENTS. Court might raise objections to the Offer or the Merger on antitrust grounds, or, if such objections are raised, what the result will be. State Takeover Laws ARMO is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL (“Section 203”) prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Offer. The ARMO Board approved the Merger Agreement provides that Purchaser will commence and the Offer as promptly as practicable after transactions contemplated therein, and the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are restrictions on “business combinations” described in Section 203 are inapplicable to the Merger Agreement and the Transactions. ARMO conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 —– “Conditions of the Offer.” Subject Going Private Transactions The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the satisfaction Merger or another business combination following the purchase of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner which we seek to acquire the remaining Shares not then held by us. We believe that is adverse to Rule 13e-3 under the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may Exchange Act will not be extended pursuant applicable to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that ifbecause (i) we were not, at the time the Merger Agreement was executed, and are not, an affiliate of ARMO for purposes of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and Exchange Act; (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event we anticipate that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day Merger will be effected as soon as practicable after the then scheduled expiration date consummation of the Offer (and in any event within one year following the “Financing Extension Notice”consummation of the Offer); and (iii) in accordance with the terms of Merger, stockholders will receive the Merger Agreementsame price per Share as the Offer Price.

TABLE OF CONTENTS. The Offercounsel (who may be counsel for the Borrower), 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 advice of any such counsel, accountants or experts. The Merger Agreement provides that Purchaser will commence Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Offer as promptly as practicable after the date Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Merger Agreementpreceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, but and shall apply to their respective activities in no event later than December 4, 2015connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Offer is subject only to Administrative Agent may resign at any time by notifying the satisfaction of Lenders, the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition Issuing Bank and the other Offer Conditions that are described in Section 15 — “Conditions of Borrower. Upon any such resignation, the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve Required Lenders shall have the right to waive any Offer Condition, to increase appoint a successor with the Offer Price or to make any other changes in the terms and conditions approval of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration Borrower (such approval not to be paid in the Offerunreasonably withheld or delayed; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, no such approval shall be required if an Event of Default has occurred and is continuing; provided further that such successor Administrative Agent shall be a Lender at the time of such appointment). If no successor shall have been so appointed by the scheduled Expiration DateRequired Lenders (and, if required, approved by the Borrower) and shall have accepted such appointment within thirty (i30) all days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Offer Conditions (other than Lenders and the Minimum Condition) are satisfied Issuing Bank, 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 (ii) become vested with all comments the rights, powers, privileges and duties of the SEC or retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its staff applicable duties and obligations hereunder; provided that, solely for purposes of maintaining any security interest granted to the Offer (including documents related to Administrative Agent under any Security Document for the Offer) have been resolved and no rule, regulation or interpretations benefit of the SEC or its staff applicable Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the Offer would require Parent or Purchaser to extend benefit of the OfferSecured Parties and, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that case of any Collateral in the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date possession of the Offer (the “Financing Extension Notice”) Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the terms retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest). The fees payable by the Merger Agreement.Borrower 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, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. #85239856v39

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence Superior Proposal would be inconsistent with the Offer as promptly as practicable after Aimmune Board’s fiduciary duties under applicable law; • Aimmune must provide Nestlé four business days’ prior written notice (the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only “Match Right Notice”) prior to the satisfaction of the Minimum Condition and satisfaction effecting an Adverse Recommendation Change or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” terminating the Merger Agreement provides pursuant to a Superior Proposal Termination advising Nestlé that Purchaser willAimmune intends to take such action and specifying, in reasonable detail, the reasons for such action and Parent will cause Purchaser to(i) with respect to a Superior Proposal, accept for payment all Shares validly tendered the material terms and not withdrawn conditions of any such Superior Proposal (and disclosing the identity of the person making such Superior Proposal and providing copies of the most current versions of any proposed agreements relating thereto) or (ii) with respect to an Intervening Event, the details of such Intervening Event; • during such four-business day period, if requested by Nestlé, Aimmune and its Representative must negotiate in the Offer promptly after the Expiration Date, as it may be extended pursuant good faith with Nestlé regarding changes to the terms of the Merger Agreement proposed by Nestlé or another proposal to the extent proposed by Nestlé so that an Adverse Recommendation Change would no longer be necessary or to cause such Takeover Proposal to no longer constitute a Superior Proposal, as applicable; • the disinterested members of the Aimmune Board must consider any adjustments to the Merger Agreement and any other agreements or proposals that may be proposed in writing by Nestlé (the “Acceptance TimeProposed Changed Terms”). Parent ) no later than 11:59 p.m., New York City time, on the fourth business day of such four-business day period, and Purchaser expressly reserve determine in good faith (after consultation with their financial advisors and outside legal counsel) that, after giving effect to such Proposed Changed Terms, the right to waive any Offer Condition, to increase the Offer Price or failure to make the Adverse Recommendation Change or terminate the Merger Agreement pursuant to a Superior Proposal Termination, as applicable, would be inconsistent with the Aimmune Board’s fiduciary duties under applicable law. In the event of any other (i) material changes in the terms and conditions of the Offerchanges, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Conditioneffects, the Antitrust Law Conditions events, occurrence or the Governmental Entity Condition; facts relating to an Intervening Event or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable changes to the Offer (including documents related financial terms or material revisions to the Offer) have been resolved and no ruleother terms of a Superior Proposal, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be Aimmune is required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up deliver to two additional periods not to exceed an aggregate of 20 business days; and • Nestlé a new Match Right Notice consistent with that described in the event that the Chief Operating Officer of Parent delivers third bullet point above and a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next new two business day after notice period described in the then scheduled expiration date of fourth bullet point above will commence (but in no event will such new notice period be shorter than the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementinitial four business day notice period).

TABLE OF CONTENTS. The Offer. The Merger Tender and Support Agreement provides that Purchaser will commence the Offer Supporting Stockholder’s obligations under the agreement are solely in its capacity as promptly a stockholder of Loxo Oncology, and not, if applicable, in such stockholder’s or any of its affiliates’ capacity as practicable after a director, officer or employee of Loxo Oncology, and that nothing in the date Tender and Support Agreement in any way restricts a director or officer of Loxo Oncology in the taking of any actions (or failures to act) in his or her capacity as a director or officer of Loxo Oncology, or in the exercise of his or her fiduciary duties as a director or officer of Loxo Oncology. The Tender and Support Agreement terminates upon the earliest of (i) the valid termination of the Merger AgreementAgreement in accordance with its terms, but in no event later than December 4(ii) the Effective Time, 2015. The Offer is subject only to (iii) the satisfaction termination of the Minimum Condition Tender and satisfaction Support Agreement by written notice from Xxxxx or waiver of (iv) the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject date on which any amendment to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in or the Offer promptly after is effected without the Expiration DateSupporting Stockholders’ consent that decreases the amount, as it may be extended or changes the form or terms, of consideration payable to all stockholders of Loxo Oncology pursuant to the terms of the Merger Agreement. Non-Disclosure Agreement Lilly and Loxo Oncology entered into a Non-Disclosure Agreement on December 22, 2018, as amended on December 23, 2018 (the “Acceptance TimeNon-Disclosure Agreement”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with Under the terms of the Merger Non-Disclosure Agreement, Lilly and Loxo Oncology agreed that, subject to certain exceptions, that certain confidential information each may make available to the other will not be disclosed or used for any purpose other than to, evaluate, propose and negotiate the possible acquisition transaction involving Lilly and Loxo Oncology. Additionally, Lilly agreed that, subject to certain exceptions, Lilly would not solicit for employment any employee of Loxo Oncology for a period of 12 months from the date of the Non-Disclosure Agreement. Lilly also agreed, among other things, to certain “standstill” provisions which prohibit Lilly and its representatives from taking certain actions involving or with respect to Loxo Oncology or the Shares for a period ending on the 12-month anniversary of the date of the Non-Disclosure Agreement. The Non-Disclosure Agreement provided that these “standstill” provisions would expire upon the occurrence of specified events, including Loxo Oncology’s entry into an agreement with a third party providing for an acquisition of Loxo Oncology, the commencement by a third party of a tender offer for 50% or more of Loxo Oncology’s equity securities that the Loxo Oncology Board does not reject within 10 days of receipt, or Loxo Oncology’s public announcement that it had authorized a process for the solicitation of third party acquisition offers. This summary of the Non-Disclosure Agreement is only a summary and is qualified in its entirety by reference to the Non-Disclosure Agreement, which is filed as Exhibit (d)(3) of the Schedule TO and is incorporated herein by reference.

TABLE OF CONTENTS. The sought. However, except for observance of the waiting periods and the obtaining of the required approvals summarized under “Antitrust Compliance” below in this Section 16, we do not anticipate delaying the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or action, if needed, will be obtained or, if obtained, that it will be obtained without substantial conditions; and there 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 of 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. The Merger Agreement provides that Purchaser will commence Our obligation under the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer to accept for payment and pay for Shares is subject only to the satisfaction of Offer Conditions, including, among other conditions, the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Antitrust Condition. See Section 15 —– “Conditions of the Offer.” Subject Antitrust Compliance Under the HSR Act (including 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 satisfaction 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 Minimum Condition DOJ (the “Antitrust Division”) 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 Antitrust Division prior to such expiration. If the FTC or the Antitrust Division issues a Second Request, the waiting period with respect to the Offer will be extended for an additional period of ten days, which will begin on the date on which Purchaser has substantially complied with the Second Request. Complying with a Second Request can take a significant period of time. Even though the waiting period is not affected by a Second Request to Loxo 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 (i) to enjoin the purchase of Shares pursuant to the Offer, (ii) 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 Offer Conditions that are described in 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 Merger Agreement provides businesses in which Loxo Oncology is engaged, Lilly and Loxo Oncology believe that neither the purchase of Shares by Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms Offer nor the consummation of the Merger Agreement (the “Acceptance Time”)should violate applicable antitrust laws. Parent and Purchaser expressly reserve the right Nevertheless, neither Lilly nor Loxo Oncology can be certain that a challenge to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions Merger on antitrust grounds will not be made, or, if such challenge is made, what the result will be. See Section 15 – “Conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice.”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence Notwithstanding the Offer as promptly as practicable after the date provisions of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition 301 and the other Offer Conditions that two preceding paragraphs, if all the Securities of any series are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willnot to be issued at one time, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and it shall not withdrawn in the Offer promptly after the Expiration Date, as it may be extended necessary to deliver an Officer’s Certificate otherwise required pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions Section 301 or the Governmental Entity Condition; Company Order, Opinion of Counsel or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is Officer’s Certificate otherwise required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, such preceding paragraphs at the time of issuance of each Security of such series, but such order, opinion and certificates, with appropriate modifications to cover such future issuances, shall be delivered at or before the scheduled Expiration Date, (i) all time of issuance of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments first Security of the SEC such series. If such form or its staff applicable to the Offer (including documents related to the Offer) terms have been resolved and no ruleso established, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only Trustee shall not be required to extend authenticate and deliver such Securities if the Offer issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, obligations or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in a Foreign Currency if the Trustee reasonably believes that it would be unable to perform its Expiration Date beyond duties with respect to such Securities. With respect to Securities of a series offered in a Periodic Offering, the then-scheduled Expiration Date Trustee may rely, as to the authorization by the Company of any of such Securities or as to the authorization by the Guarantor of any Guarantee endorsed thereon, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series. Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301. No Security, no Guarantee endorsed thereon or coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for up any purpose unless there appears on such Security or Security to two additional periods not to exceed an aggregate which such coupon appertains a certificate of 20 business days; and • authentication substantially in the event form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the Chief Operating Officer benefits of Parent delivers this Indenture. The delivery of any Security by the Trustee after the authentication thereof hereunder shall constitute due delivery of any Guarantee endorsed thereon on behalf of the Guarantor. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written notice statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on have been authenticated and delivered hereunder and shall never be entitled to the next business day after benefits of this Indenture. Table of Contents SECTION 304. Temporary Securities. (a) Pending the then scheduled expiration date preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the Offer tenor of the definitive Securities in lieu of which they are issued and, if applicable, having endorsed thereon Guarantees duly executed by the Guarantor substantially of the tenor of the definitive Guarantees, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities, Guarantees or coupons may determine, as conclusively evidenced by their execution of such Securities, Guarantees or coupons, as the case may be. In the case of Securities of any series issuable as Bearer Securities, such temporary Securities shall be delivered only in compliance with the conditions set forth in Section 303 and may be in global form. Except in the case of temporary Securities in global form (the “Financing Extension Notice”) which shall be exchanged in accordance with Section 304(b) or as otherwise provided in or pursuant to a Board Resolution), if temporary Securities of any series are issued, the terms Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the Merger Agreementtemporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any non-matured coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series and of like tenor of authorized denominations, having, if applicable, endorsed thereon Guarantees duly executed by the Guarantor; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, however, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Shares; • except as promptly as practicable after the date of otherwise provided in the Merger Agreement, but in no event later than December 4terminate, 2015. The Offer is subject only to extend or otherwise amend or modify the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions expiration date of the Offer.” Subject to ; • change the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the form or terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid payable in the Offer; • except as contemplated by otherwise amend, modify or supplement any of the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition terms of the Offer in any manner that is adverse to the holders of Shares; or • provide for any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. The Merger Agreement contains provisions to that govern the circumstances in under which Purchaser is required or permitted to extend the Offer and under which Lilly is required to cause Purchaser to extend the Offer. Specifically, the Merger Agreement provides that that: • if, at the scheduled expiration date of the Offer, any Offer Condition other than the Minimum Tender Condition has not been satisfied or waived, Purchaser shall, and Lilly shall cause Purchaser to, extend the Offer: Offer for one or more consecutive increments of not more than ten business days each (or such longer period as Lilly and Loxo Oncology may agree), until such time as such conditions have been satisfied or waived; • Purchaser shall, and Lilly shall cause Purchaser to, extend the Offer for any the minimum period required by any law or any rule, regulation, interpretation or position of the SEC or its the staff thereof or NasdaqNasdaq applicable to the Offer; and • If, at the scheduled expiration date of the Offer, each Offer condition (other than the Minimum Tender Condition) shall have been satisfied or waived, and the Minimum Tender Condition shall not have been satisfied, Purchaser may (and if so requested by Loxo Oncology, Purchaser shall, and Lilly shall cause Purchaser to), extend the Offer for successive extension periods one or more consecutive increments of up to such duration requested by Loxo Oncology but not more than ten business days each (but no later than the second business day prior to the Outside Date, or for such longer period as it may be extended pursuant to the Merger Agreementagreed between Loxo Oncology and Lilly), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, ; provided that ifLoxo Oncology shall not request Purchaser to, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only Lilly shall not be required to cause Purchaser to, extend the Offer and its Expiration Date on more than three occasions. In each case, Purchaser is not required to, extend the Offer beyond the then-scheduled Expiration Outside Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event may only do so with Loxo Oncology’s consent. Purchaser has agreed that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of it will terminate the Offer (the “Financing Extension Notice”) in accordance with the terms promptly upon any termination of the Merger Agreement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only and the Purchase Agreement (See pages 47 and 87) Pursuant to the satisfaction of the Minimum Condition purchase agreement, DLR, Buyer and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject INXN have agreed (subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offerpurchase agreement) that Buyer shall commence an exchange offer to purchase any and all of the outstanding INXN shares and DLR, except Buyer and INXN have agreed that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in (subject to the terms or and conditions of the Offer that: • changes purchase agreement), following the form later of consideration the acceptance time and the expiration of any applicable subsequent offering period, DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be paid effectuated the post-offer reorganization. The post-offer reorganization shall utilize processes available to Buyer under Dutch law aimed at strengthening DLR’s direct or indirect control over INXN or its assets and business operations. More specifically, the post-offer reorganization would ensure that Buyer or one of its affiliates becomes the owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization. The purchase agreement is more fully described in the Offer; • except section entitled “The Purchase Agreement” beginning on page 87 and a copy of the purchase agreement is attached as contemplated by Annex A and Annex A-1 to this prospectus. You should read the Merger Agreementpurchase agreement carefully in its entirety before making any decisions regarding the offer because it is the legal document that governs the relationship between DLR, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions Buyer and INXN with respect to the Offer other than offer. The Tender and Support Agreement (See page 121) Concurrently with the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition execution of the Offer purchase agreement, Xxxxx X. Xxxxxx, in any manner that is adverse to his capacity as shareholder of INXN, entered into the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specificallytender and support agreement with Buyer, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to which Xx. Xxxxxx has irrevocably agreed to accept the Merger Agreementoffer in respect of INXN shares held by him and to vote in favor of all resolutions proposed by XXXX at the EGM (and any subsequent EGM), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waivedeach case, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable subject to the Offer (including documents related to the Offer) have been resolved conditions and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms set forth therein. Recommendation of the Merger AgreementDLR Board of Directors (See page 52) On October 29, 2019, after careful consideration, the DLR board unanimously (i) determined and declared that the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, including the issuance of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement, are advisable and in the best interests of DLR and its stockholders, (ii) approved the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement, and (iii) authorized and approved the issuance of shares of DLR common stock to be paid by Buyer to INXN shareholders in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards). Certain factors considered by the DLR board in reaching its decision to approve the purchase agreement, the offer, the post-offer reorganization and the other transactions contemplated by the purchase agreement can be found in the section entitled “The Offer — Recommendation of the DLR Board of Directors and Its Reasons for the Offer” beginning on page 52. The DLR board unanimously recommends that DLR stockholders vote FOR the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement (including the offer, post-offer reorganization and settlement of INXN equity-based awards), and FOR the proposal to approve one or more adjournments of the DLR special meeting to another date, time or place, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the issuance of shares of DLR common stock in connection with the transactions contemplated by the purchase agreement. Table of Contents Summary of Risks Related to the Transactions (See page 31) You should consider carefully the risk factors described below together with all of the other information included in this prospectus before deciding how to vote. The risks related to the offer and the other transactions contemplated by the purchase agreement are described under the section entitled “Risk Factors — Risks Related to the Offer.” • The offer consideration will not be adjusted in the event of any change in the share prices of either DLR or INXN. • DLR stockholders and INXN shareholders will be diluted by the transactions. • DLR or Buyer could waive the minimum condition unilaterally to sixty-six and two-thirds percent (66 2/3%). • Completion of the transactions is subject to many conditions and if these conditions are not satisfied or waived, the transactions will not be completed, which could result in the requirement that DLR or INXN pay certain termination fees. • The pendency of the transactions could adversely affect the business and operations of DLR and INXN. • The purchase agreement contains provisions that could discourage a potential competing acquirer of INXN or could result in a competing proposal being at a lower price than it might otherwise be. • If the offer is not consummated by the end date, either DLR or INXN may terminate the purchase agreement. • If the transactions are approved, holders of INXN shares who receive DLR common stock (or cash in lieu of fractional shares of DLR common stock) pursuant to the liquidation (rather than the offer) generally will be subject to a 15% Dutch dividend withholding tax. • The transactions will result in changes to the board of directors of DLR following the post-offer reorganization.

TABLE OF CONTENTS. The Dissenting Shares. Stockholders should recognize that the value so determined could be higher or lower than the price per Share paid pursuant to the Offer. The Merger Agreement provides that Purchaser will commence Moreover, Silicon Image may argue in an appraisal proceeding that, for purposes of such a proceeding, the Offer as promptly as practicable after the date fair value of the Merger Agreement, but in no event later Dissenting Shares is less than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept price paid for payment all Shares validly tendered and not withdrawn in the Offer promptly after or the Expiration Date, Merger. Stockholders should also note that investment banking opinions as it may be extended pursuant to the terms fairness, from a financial point of view, of the Merger Agreement (consideration payable in a sale transaction, such as the “Acceptance Time”)Offer or the Merger, are not opinions as to, and do not otherwise address, fair value under Section 262 of the DGCL. Parent and Purchaser expressly reserve If any holder of Shares who demands appraisal under Section 262 fails to perfect, or effectively withdraws or loses his, her or its rights to appraisal as provided under the DGCL, the Shares of such stockholder will be converted into the right to waive any Offer Condition, to increase receive the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms Merger Agreement. A stockholder may withdraw a demand for appraisal by delivering to Silicon Image a written withdrawal of the demand for appraisal and acceptance of the Merger. Failure to follow the steps required by Section 262 for perfecting appraisal rights may result in the loss of such rights. At the Effective Time, all Dissenting Shares will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Dissenting Shares will cease to have any rights with respect thereto, except the rights provided under Section 262 of the DGCL. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL, or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, then such Dissenting Shares will be deemed to have been converted at the Effective Time into, and to have become, the right to receive the Merger AgreementConsideration. The foregoing summary of the rights of stockholders seeking appraisal under Delaware law does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262. The perfection of appraisal rights requires strict adherence to the applicable provisions of the DGCL. If a stockholder withdraws or loses the right to appraisal, such stockholder will be entitled to receive only the Merger Consideration.

TABLE OF CONTENTS. The different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. Withdrawals of Shares may not be rescinded. Any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date However, withdrawn Shares may be re-tendered by again following one of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are procedures described in Section 15 —“Conditions 3—“Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date or during a Subsequent Offering Period, if any. No withdrawal rights will apply to Shares tendered during a Subsequent Offering Period and no withdrawal rights apply during a Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. See Section 1—“Terms of the Offer.” Subject All questions as to the satisfaction form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion. None of the Minimum Condition and Purchaser, the other Offer Conditions that are described in Section 15 — “Conditions of Depositary, the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price Information Agent or to make any other changes in the terms and conditions person will be under any duty to give notification of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions any defects or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer irregularities in any manner that is adverse notice of withdrawal or incur any liability for failure to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for give any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementsuch notification.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence outstanding and whose Revolving Proportionate Share has been decreased on the Offer Effective Date shall be deemed to have assigned on the Effective Date to each Revolving Lender increasing its Revolving Proportionate Share on the Effective Date (which for purposes of this Section 2.01(b) shall include each New Revolving Lender) such portion of such Revolving Loans and participations as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only shall be necessary to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject effectuate such adjustment (such assignment to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in deemed made upon the terms and conditions set forth in an Assignment and Assumption in the form attached hereto as Exhibit E as if such assignor and such assignee(s) shall have entered into such Assignment and Assumption in respect of the Offer, except that Revolving Loans and participations so assigned). Each Revolving Lender increasing its Revolving Proportionate Share on the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser Effective Date shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all be deemed to have assumed such portion of the Offer Conditions (other than the Minimum Condition) are satisfied such Revolving Loans and participations and (ii) all comments fund on the Effective Date such assumed amounts to the Administrative Agent for the account of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) assigning Revolving Lender in accordance with the provisions hereof in the amount notified to such increasing Revolving Lender by the Administrative Agent. For purposes of this Section 2.01(b), each Departing Revolving Lender shall be deemed to have reduced its Revolving Proportionate Share to zero on the Effective Date. From and after the Effective Date, after giving effect to the assignments and assumptions contemplated in this Section 2.01(b), each Departing Revolving Lender shall cease to be a “Revolving Lender” under and for all purposes of this Agreement and the other Loan Documents and shall have no further obligation to make Revolving Loans or participate in Letters of Credit or Swingline Loans; provided, however, that each Departing Revolving Lender shall continue to be entitled to the benefits of Sections 4.01, 4.03, 4.04 and 11.04 to the extent accrued or arising on or prior to the Effective Date. With effect on and after the Effective Date, each New Revolving Lender shall be a party to this Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Revolving Lender under this Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Revolving Commitment in the amounts set forth on Schedule 2.01(b). Each New Revolving Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Merger Agreementthis Agreement are required to be performed by it as a Revolving Lender.

TABLE OF CONTENTS. The Offer. The Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of stockholders of the Company, if required by Delaware law. Pursuant to the Company’s Certificate of Incorporation, the affirmative vote of at least a majority of the outstanding Shares is the only vote of any class or series of the Company’s capital stock that would be necessary to adopt the Merger Agreement at any required meeting of the Company’s stockholders. If we purchase Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of the Company. In addition, Delaware law provides that Purchaser will commence if a corporation owns at least 90% of the outstanding shares of each class of a subsidiary corporation, the corporation holding such shares may merge such subsidiary into itself, or itself into such subsidiary, pursuant to the “short-form” merger provisions of the General Corporation Law of the State of Delaware (the “DGCL”), without any action or vote on the part of the board of directors or the stockholders of such other corporation. Under the Merger Agreement, if, after the expiration of the Offer and the acceptance of Shares for payment, the expiration of any subsequent offering period, the purchase, if applicable, of the Top-Up Option Shares (as promptly described below) and, if necessary, the expiration of the period for guaranteed delivery of Shares in the Offer, Intersil or any direct or indirect subsidiary of Intersil, taken together, owns at least 90% of the total outstanding Shares, Intersil and the Company are required to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the date satisfaction of such threshold, without a meeting of the Merger Agreementholders of Shares, but as a short-form merger in no event later than December 4, 2015. The Offer is subject only to the satisfaction accordance with Section 253 of the Minimum Condition and satisfaction or waiver of DGCL. In order to facilitate a short-form merger following the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions completion of the Offer, except the Company has granted to Intersil and the Purchaser an option (the “Top-Up Option”) to purchase from the Company, at a price per Share equal to the Per Share Amount, up to that number of newly issued Shares (the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition“Top-Up Option Shares”) that, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration when added to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in owned, directly or indirectly, by Intersil or the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Datesuch exercise, (i) all constitutes one Share more than 90% of the Offer Conditions Shares then outstanding (other than after giving effect to the Minimum Condition) are satisfied and (ii) all comments issuance of the SEC Top-Up Option Shares). The Top-Up Option is exercisable only once and only after the purchase of or its staff applicable acceptance for payment for Shares pursuant to the Offer (including documents or, if applicable, any subsequent offering period) by Intersil or Purchaser as a result of which on and Purchaser own beneficially at least a majority of the outstanding Shares, assuming the exercise, conversion or exchange of all Options, warrants, convertible or exchangeable securities and similar rights and the issuance of all Shares that the Company is obligated to issue thereunder (but excluding any Shares underlying Company Options that are not vested and exercisable and will not become vested and exercisable on or before July 20, 2010). This Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer) have been resolved and no rule, regulation or interpretations . Table of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.Contents THE TENDER OFFER

TABLE OF CONTENTS. The Offer. The Merger Agreement provides (c) Prior to the Effective Time, the Company shall (i) use reasonable best efforts to facilitate the settlement of the Capped Call Transactions at or promptly following the Effective Time as reasonably requested by Parent and (ii) use reasonable best efforts to cooperate with Parent with respect to Parent’s efforts to negotiate any termination payments or valuations related to the settlement of the Capped Call Transactions that Purchaser will commence the Offer as promptly as practicable is effective at or after the date Effective Time; provided, that the Company shall not (x) agree to amend, modify or waive any terms relating to, or agree to any amount due upon the termination or settlement of, the Capped Call Transactions (except for amounts due upon exercise or termination of the Merger Agreement, but Capped Call Transactions in no event later than December 4, 2015. The Offer is subject only accordance with their terms in connection with conversions of the Convertible Notes prior to the satisfaction Effective Time) or (y) initiate or continue discussions or negotiations with the counterparties to the Capped Call Transactions or any of their respective affiliates or any other Person regarding termination or settlement of the Minimum Condition Capped Call Transactions without the prior written consent of Parent, and satisfaction to the extent any such discussions or waiver negotiations have occurred prior to date hereof, provide Parent with reasonable detail regarding the substance of all such discussions or negotiations and copies of any documentation sent or received in connection therewith (it being understood, for the avoidance of doubt, that limitations in the immediately preceding clauses (x) and (y) shall not apply to any modification, adjustment or termination made unilaterally by any of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject counterparties to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended Capped Call Transactions pursuant to the terms of the Merger Agreement applicable Capped Call Documentation or conditioned on termination or abandonment of this Agreement); provided, further, that nothing herein shall require the Company to (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to A) make any other changes in payment with respect to the terms and conditions termination or settlement of any Capped Call Transaction as a result of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant occurrence of the Effective Time or (B) enter into any instrument or agreement relating to the Merger Agreement)termination or settlement of the Capped Call Transactions, or agree to any change or modification to any Capped Call Documentation, that is effective prior to the Effective Time. The Company shall provide Parent with all written notices or other documents received by it with respect to any determination, cancellation, termination, exercise, settlement, adjustment or computation under, or in connection with any discussions or negotiations related to, the event that as Capped Call Transactions and hereby grants permission to Parent and its counsel and advisors to, at any time, initiate and engage in discussions and negotiations with the counterparties to the Capped Call Transactions regarding the settlement of any scheduled Expiration Date any Offer Condition has not been satisfied the Capped Call Transactions at or waivedpromptly following the Effective Time and the terms of such settlement, provided that ifthe Company and its counsel will, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related extent reasonably practicable, have a reasonable opportunity to the Offer) have been resolved participate in such discussions and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementnegotiations.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only (n) Prior to the satisfaction spin-off of a subsidiary, CMI shall change the Minimum Condition and satisfaction or waiver name of the other Offer Conditions such subsidiary to a name that are described in Section 15 —does not include “Conditions of the OfferXXXXXXX.” Subject In the event CMI fails to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger do so, this Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may shall thereafter automatically be extended pursuant to the terms of the Merger a CMI JD LICENSE. (o) [RESERVED] (p) This Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive shall be a CMI JD LICENSE at any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), time in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied one or waived, provided that if, at the time more of the scheduled Expiration Date, following events has occurred and is continuing: (i) all CMI, NEWCO, or any subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any MATERIAL INDEBTEDNESS, when and as the Offer Conditions (other than same shall become due, subject to any applicable grace period and any waivers granted during the Minimum Condition) are satisfied and grace period by the applicable creditor; (ii) any event or condition occurs that results in any MATERIAL INDEBTEDNESS becoming due prior to its scheduled maturity; and (iii) any event or condition occurs that enables or permits (with or without the passage of time, the giving of notice or both, but subject to the applicable grace period and any waivers granted during the grace period by the applicable creditor) the agent or agents, creditor, lender or group of creditors or lenders under the SENIOR CREDIT AGREEMENT to cause the indebtedness outstanding thereunder to become due prior to its scheduled maturity; provided, however, that upon the occurrence of a TRIGGERING EVENT, this Agreement, or the CMI JD LICENSE portion of this Agreement that is in place at such time, shall thereafter be a THIRD PARTY JD LICENSE. (q) Except as otherwise set forth in Section 18 hereof, upon termination of this Agreement: (i) Except as otherwise permitted pursuant to Section 30 hereof, CMI shall cease all comments use of, and shall not thereafter adopt, use, register or otherwise claim or have rights in, any LICENSED BRANDS, HOUSE MARKS, TRADE NAMES, COMBINATION BRANDS, LICENSED TECHNOLOGY and LICENSED PRODUCT MATERIALS, including use in advertising or promotion or on letterhead, business cards, invoices, etc., and, except as provided in Section 18(u), all rights granted to CMI 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 granted by CMI hereunder shall terminate and CMI shall notify its sublicensees of such termination immediately following receipt of notice of termination of this Agreement from SCJ; (iv) CMI shall immediately notify and accordingly terminate all contract manufacturing agreements and shall promptly deliver to SCJ all information, formula cards, processing instructions, correspondence and other data relating to the manufacture, processing or packaging of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved SCJ LICENSED PRODUCTS, and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods shall not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.36

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer (b) As soon as promptly as reasonably practicable (and in any event within seven Business Days) after the date of Effective Time, the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only Exchange Agent will mail to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the Persons who were record holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required Company Stock Certificates or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day Company Book Entry Shares immediately prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, Effective Time (i) all a letter of transmittal, customary in form and substance, and including a provision confirming that delivery of Company Stock Certificates or transfer of Company Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Company Book Entry Shares shall pass, only upon proper delivery of such Company Stock Certificates or transfer of such Company Book Entry Shares to the Offer Conditions (other than the Minimum Condition) are satisfied Exchange Agent and (ii) all comments instructions for use in effecting the surrender of Company Stock Certificates or transfer of Company Book Entry Shares in exchange for Merger Consideration. The form and substance of such letter of transmittal and instructions shall be as reasonably agreed to by Parent and the SEC or its staff applicable Company prior to the Offer (including documents related Effective Time. Upon surrender of a Company Stock Certificate to the OfferExchange Agent for exchange or receipt of an “agent’s message” by the Exchange Agent in connection with the transfer of a Company Book Entry Share, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate or Company Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 1.6 and (B) the Company Stock Certificate so surrendered or the Company Book Entry Share so transferred shall be canceled. Until surrendered or transferred as contemplated by this Section 1.8(b), each Company Stock Certificate and Company Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration as contemplated by Section 1.6. If any Company Stock Certificate shall have been resolved lost, stolen or destroyed, Parent or the Exchange Agent may, in its discretion and no rule, regulation or interpretations of the SEC or its staff applicable as a condition to the Offer would payment of Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent or Purchaser the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementsuch Company Stock Certificate.

TABLE OF CONTENTS. The Offer(g) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 2.17, it shall remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund plus any interest included in such refund (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) by the relevant Governmental Authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of such Recipient agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant Governmental Authority. The Merger Agreement provides Nothing herein contained shall interfere with the right of a Recipient to arrange its tax affairs in whatever manner it thinks fit nor oblige any Recipient to claim any tax refund or to make available its tax returns or disclose any information relating to its tax affairs or any computations in respect thereof or any other confidential information or require any Recipient to do anything that Purchaser will commence would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled. Notwithstanding anything to the Offer as promptly as practicable after the date of the Merger Agreementcontrary in this Section 2.17(g), but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only Recipient be required to extend pay any amount to any indemnifying party pursuant to this Section 2.17(g) if such payment would place such Recipient in a less favorable position (on a net after-Tax basis) than such Recipient would have been in if the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up indemnification payments or additional amounts giving rise to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementsuch refund had never been paid.

TABLE OF CONTENTS. The OfferIf we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. The Merger Agreement provides that Purchaser We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us. Remarketing firms, agents, underwriters, dealers and other persons may be entitled under agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business. If so indicated in the applicable prospectus supplement, we will commence the Offer authorize underwriters or other persons acting as promptly as practicable after our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the Merger Agreementrespective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in no event later than December 4, 2015all cases be subject to our approval. The Offer is Delayed delivery contracts will not be subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form purchase by an institution of consideration the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and ​ • if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as our agents will not have any responsibility in respect of the validity or performance of delayed delivery contracts. ​ Certain agents, underwriters and dealers, and their associates and affiliates may be paid customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or one or more of our respective affiliates in the Offer; • except as contemplated by ordinary course of business. In order to facilitate the Merger Agreementoffering of the securities, decreases any underwriters may engage in transactions that stabilize, maintain or otherwise affect the Offer Price price of the securities or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition securities the prices of the Offer in any manner that is adverse which may be used to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offerdetermine payments on such securities. Specifically, any underwriters may overallot in connection with the Merger Agreement provides that Purchaser shall extend offering, creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the Offer: • for price of the securities or of any period required by any law such other securities, the underwriters may bid for, and purchase, the securities or any rulesuch other securities in the open market. Finally, regulation, interpretation or position in any offering of the SEC securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or its staff a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or Nasdaq; • otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise or the securities are sold by us to an underwriter in a firm commitment underwritten offering. The applicable prospectus supplement may provide that the original issue date for successive extension periods of up to ten your securities may be more than two scheduled business days each (but no later than after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the second business day prior before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than two scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement. The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the Outside Dateliquidity of or the existence of trading markets for any of the securities. In compliance with the guidelines of the Financial Industry Regulatory Authority, as it may or FINRA, the aggregate maximum discount, commission or agency fees or TABLE OF CONTENTS​​ other items constituting underwriting compensation to be extended received by any FINRA member or independent broker-dealer will not exceed 8% of the proceeds from any offering pursuant to the Merger Agreement), in the event that as of this prospectus and any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementprospectus supplement.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only (d) In order to the satisfaction of the Minimum Condition provide for just and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), equitable contribution in the event that as of joint liability under the Securities Act in any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, case in which either (i) all the Selling Stockholder makes a claim for indemnification pursuant to this Section 9.4 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the Offer Conditions (other than last right of appeal) that such indemnification may not be enforced in such case notwithstanding the Minimum Condition) are satisfied and fact that this Section 9.4 provides for indemnification in such case, or (ii) all comments contribution under the Securities Act may be required on the part of the SEC or its staff applicable Selling Stockholder in circumstances for which indemnification is provided under this Section 9.4; then, and in each such case, the Company and the Selling Stockholder will contribute to the Offer aggregate losses, claims, damages or liabilities to which they may be subject (including documents related 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 Offerpublic offering price of all securities offered by such Registration Statement, provided, however, that, in any such case, (A) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser Selling Stockholder will only not be required to extend contribute any amount in excess of the Offer and its Expiration Date beyond net amount of proceeds received by such seller from the then-scheduled Expiration Date for up sale of such Registrable Securities pursuant to two additional periods not to exceed an aggregate of 20 business dayssuch Registration Statement; and • in (B) no person or entity guilty of fraudulent misrepresentation (within the event that the Chief Operating Officer meaning of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date Section 10 of the Offer (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 “Financing Extension Notice”) Registration Statement filed pursuant to this Section 9, each party against whom contribution may be sought under this Section 9.4 hereby consents to the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon him or it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join him or it as an additional defendant in accordance with the terms of the Merger Agreementany such proceeding in which such other contributing party is a party.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the date previously scheduled Expiration Date. Without limiting the manner 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 for Shares (whether before or after our acceptance for payment for Shares) or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, but in no event later than December 4the Depositary may retain tendered Shares on our behalf, 2015. The Offer is subject only and such Shares may not be withdrawn except to the satisfaction extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the Minimum Condition and satisfaction termination or waiver of the other Offer Conditions that are described in Section 15 —“Conditions withdrawal of the Offer.” Subject . If we make a material change in the terms of 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 extend the Offer if and to the satisfaction extent 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 Minimum Condition 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 respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. 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. There will not be a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the other applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the Offer Conditions that are described in have not been satisfied. See Section 15 — “Conditions of the Offer,.” Under certain circumstances, we may extend the Outside Date and/or terminate the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the . See Section 11 — “The Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Other Agreements — Merger Agreement contains provisions to govern — Termination.” As promptly as practicable following the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyAcceptance Time, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement, we will complete the Merger without a vote of the stockholders of Xxxxxxxxx pursuant to Section 251(h) of the DGCL. The Offer will be deemed, for purposes of Section 251(h) of the DGCL, to exclude Shares owned by Xxxxxxxxx, Parent, Purchaser or any other wholly owned subsidiary of Parent or Xxxxxxxxx as of immediately prior to the Effective Time, which Shares Parent, Purchaser and Xxxxxxxxx have agreed in the Merger Agreement will be cancelled in the Merger. Xxxxxxxxx has provided us with its stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the stockholder list of Xxxxxxxxx and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

TABLE OF CONTENTS. The Upon the terms and subject to the conditions of the Offer. The Merger Agreement provides that , Purchaser will commence the Offer be required, as promptly as practicable after following the Expiration Date, to accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and will be required, as promptly as practicable, to accept and pay for any Shares validly tendered in any subsequent offering period. Purchaser may, without LifeCell’s consent, elect to provide a subsequent offering period for the 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 effect a short- form merger of LifeCell under Delaware law. Subject to its obligations under the Merger Agreement to extend the Offer, Purchaser shall not be required to accept for payment or pay for any tendered Shares and may delay the acceptance for payment or payment for any tendered Shares in the event that any of the conditions described in Section 13—“Conditions of the Offer” exist. Purchaser may not, however, terminate the Offer prior to its expiration date of (as extended in accordance with the Merger Agreement) unless the Merger Agreement has been terminated. Under the Merger Agreement, but Purchaser may, in no event later than December 4its sole discretion, 2015. The extend the Offer is subject only for such period as Purchaser may determine if, at any scheduled Expiration Date of the Offer (as extended in accordance with the Merger Agreement), all of the conditions to the Offer have not been satisfied or waived by Purchaser; provided, however, that: • If on the initial Expiration Date of the Offer, the conditions described in paragraphs (c), (d) and (e) of Section 13—“Conditions of the Offer” shall each be satisfied (or, in the case of paragraphs (d) and (e), if any such breach or failure to comply that has caused such non-satisfaction of the condition is objectively curable within ten (10) business days) but any other condition to the Offer shall not have been satisfied or waived, Purchaser shall be obligated to extend the Offer for one or more periods of time up to ten (10) business days each (or such longer period as Purchaser may agree in writing) until such conditions have been satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the date that is thirty (30) business days following the initial Expiration Date of the Offer; • Purchaser, may, in its sole discretion, extend the Offer for any period required by applicable law; and • Purchaser may, in its sole discretion, provide a “subsequent offering period” for three (3) to twenty (20) business days to acquire outstanding untendered Shares in accordance with Rule 14d-11 under the Exchange Act if the Minimum Condition and satisfaction or waiver all of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject conditions to the satisfaction Offer have been satisfied or waived, but the number of the Minimum Condition and the other Offer Conditions Shares that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares have been validly tendered and not withdrawn in the Offer promptly after the Expiration Dateand accepted for payment, as it may be extended pursuant to the terms together with any Shares then owned by KCI and its subsidiaries, is less than 90 percent of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of outstanding Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyIn any event, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to not extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms following any termination of the Merger Agreement.

TABLE OF CONTENTS. The OfferShares held either in voting trust or by a nominee on behalf of such person, and (iii) “person” are to an individual, corporation, partnership, unincorporated association or other entity. The Merger Agreement provides that Purchaser will commence Under Section 262, where a merger is approved pursuant to Section 251(h) of the Offer as promptly as practicable after DGCL, the corporation, before the effective date of the Merger Agreementmerger, but or the surviving corporation, within 10 days after the effective date of such merger, must notify each of its stockholders who is entitled to appraisal rights of the approval of the merger and that appraisal rights are available, and must include in no event later than December 4, 2015the notice either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. The Offer is subject only Schedule 14D-9 constitutes Morphic’s notice to the satisfaction holders of Shares that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: xxxxx://xxxxxxx.xxxxxxxx.xxx/title8/c001/sc09/index.html#262. In connection with the Merger, any person who wishes to exercise appraisal rights, or who wishes to preserve his, her or its right to do so, should review the following discussion and Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. Moreover, because of the Minimum Condition and satisfaction or waiver complexity of the other procedures for exercising the right to seek appraisal, any person wishing to exercise such appraisal rights should seek the advice of legal counsel. A person who loses his, her or its appraisal rights will be entitled to receive the Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition Price. Persons who validly tender and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all do not validly withdraw Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Datewill not be entitled to exercise appraisal rights with respect thereto, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Conditionbut, to increase the Offer Price or to make any other changes in instead, upon the terms and subject to the conditions of the Offer, except that will receive the prior written consent Offer Price. The statutory rights of Xxxxxxxxx is required for Parent appraisal granted by Section 262 require strict compliance with the procedures set forth in Section 262. Stockholders and Purchaser tobeneficial owners wishing to exercise the right to seek an appraisal of their Shares must satisfy all of the following conditions: • waive within the Minimum Condition, later of (i) the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions consummation of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to which occurs when Purchaser has irrevocably accepted for payment Shares tendered into the Offer other than following the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyExpiration Time, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments 20 days after the date of mailing of the SEC Schedule 14D-9 (which date of mailing is July 19, 2024), deliver to Morphic (as the Surviving Corporation) at the address indicated below a written demand for appraisal of such person’s Shares, which demand must reasonably inform Morphic of the identity of the stockholder or its staff applicable beneficial owner and that such stockholder or beneficial owner intends thereby to demand appraisal of such stockholder’s or beneficial owner’s Shares; • not tender such stockholder’s or beneficial owner’s Shares in the Offer (including documents related to or otherwise waive such person’s appraisal rights); • continuously hold of record or beneficially own, as applicable, the Offer) have been resolved and no rule, regulation or interpretations of Shares from the SEC or its staff applicable to date on which the Offer would require Parent or Purchaser to extend written demand for appraisal is made through the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business daysEffective Time; and • in comply with the event that procedures of Section 262 for perfecting appraisal rights thereafter. Beneficial owners demanding appraisal must also fulfill the Chief Operating Officer additional requirements of Parent delivers subsection (d)(3) of Section 262. Notwithstanding a written notice stockholder’s or beneficial owner’s compliance with the foregoing requirements, the Delaware Court of Chancery will dismiss the appraisal proceedings as to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on all holders who are otherwise entitled to appraisal rights, and such holders will effectively lose their appraisal rights, unless (a) the next business day after the then scheduled expiration date total number of Shares entitled to appraisal rights exceeds 1% of the Offer outstanding Shares eligible for appraisal or (b) the “Financing Extension Notice”) in accordance with the terms value of the Merger Agreement.Consideration for such total number of Shares entitled to appraisal rights exceeds $1 million (conditions (a) and (b) in this sentence are referred to as the “ownership threshold”). If the Merger is consummated pursuant to Section 251(h) of the DGCL, on or within 10 days after the Effective Time (as required by Section 262(d)(2) of the DGCL), the Surviving Corporation will deliver an

TABLE OF CONTENTS. Why are you making the Offer? We are making the Offer because we want to acquire control of, and ultimately the entire equity interest in, TECU. If the Offer is consummated, we intend to complete a second-step merger with TECU in which all outstanding Shares that are not purchased in the Offer (other than the Shares held directly or indirectly by Parent) will be exchanged for an amount in cash per Share equal to the Offer Price. Upon consummation of the Merger, TECU will cease to be a publicly traded company and will be a wholly owned subsidiary of Parent. See “The Offer—Section 13—Purpose of the Offer and the Merger; Plans for TECU; Statutory Requirements; Approval of the Merger.” Is there an agreement governing the Offer? Yes. TECU, the Purchaser and Parent have entered into an Agreement and Plan of Merger (together with any amendments or supplements thereto, the “Merger Agreement”), dated as of August 5, 2015. The Merger Agreement provides that Purchaser will commence provides, among other things, for the terms and conditions of the Offer and, as promptly soon as practicable after following consummation of the date Offer, the Merger. See “The Offer—Section 12—The Merger Agreement; Other Agreements.” How long will it take to complete your proposed transaction? The timing of completing the Offer and the Merger will depend on, among other things, if and when the applicable waiting periods (or any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and all other applicable antitrust laws expire or are terminated, and the absence of any law, injunction or judgment in effect that has the effect of prohibiting the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement, as described herein. See “The Offer—Section 16—Certain Legal Matters; Regulatory Approvals.” Do you have the financial resources to pay for the Shares? We will need approximately $95.7 million to purchase all outstanding Shares pursuant to the Offer and the Merger and settle outstanding Equity Awards. We expect to use equity and/or debt financing from Xxxxxxx and Atlas and/or their respective affiliates to fund the Offer and the Merger and pay related fees and expenses. Concurrently with the signing of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction Xxxxxxx and Xxxxx delivered a guarantee of all of the Minimum Condition and satisfaction or waiver obligations of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition Parent and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” Purchaser under the Merger Agreement provides that (the “Guarantee”). In addition, the Purchaser willreceived equity commitment letters (collectively, the “Commitment Letters”) from Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP, on the one hand, and XXXX Investment Company II, Inc., on the other hand, for an aggregate amount of approximately $95.7 million (the “Equity Commitment”), which we anticipate will be sufficient to fund the purchase of all the Shares in the Offer and complete the Merger. Neither the provision of the equity financing nor obtaining any debt financing is a condition to the Offer. See “The Offer—Section 10—Source and Amount of Funds.” Is your financial condition material to my decision to tender in the Offer? We do not think that the financial condition of Parent, the Purchaser and their respective affiliates is material to your decision whether to tender Shares and accept the Offer because: • the Purchaser was organized solely in connection with the Offer and the Merger and, prior to the Expiration Time (as defined below), will not carry on any activities other than in connection with the Offer and the Merger; • the Offer is being made for all outstanding Shares solely for cash; • if the Purchaser consummates the Offer, Parent will cause Purchaser to, accept expects to acquire all remaining Shares for payment all the same cash price in the Merger that was paid for Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms Offer; Table of Contents • the Purchaser has received the Commitment Letters sufficient to purchase all of the Shares; and • the Offer is not subject to any financing condition. See “The Offer—Section 10—Source and Amount of Funds.” What does the Board of Directors of TECU think of the Offer? The board of directors of TECU (the “TECU Board”) unanimously: • determined that the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions all of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as transactions contemplated by the Merger Agreement, decreases including the Offer, the Top-Up Option (as defined below) and the Merger, are fair to and in the best interests of TECU and its shareholders; • adopted and approved the Merger Agreement and the transactions contemplated thereby; and • recommends that the shareholders of TECU tender their Shares to Purchaser pursuant to, and accept, the Offer Price and, if necessary under applicable laws, adopt and approve the Merger Agreement and thereby approve the Merger. TECU will file a Schedule 14D-9 with the SEC indicating the approval of the transaction by the TECU Board and recommending that TECU’s shareholders tender their Shares in the Offer consistent with its obligations under the Merger Agreement. What are the most significant conditions to the Offer? Consummation of the Offer is not subject to a financing condition. Consummation of the Offer is conditioned upon, among other things, (i) there being validly tendered (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) in accordance with the terms of the Offer prior to the expiration time of the Offer and not withdrawn, a number of Shares sought that, together with the Shares then beneficially owned by Parent and its affiliates, represents at least a majority of the total number of Shares then outstanding on a fully diluted basis (the “Minimum Condition”), (ii) immediately prior to the expiration of the Offer, there not being any waiting periods (including any extensions thereof) or any approvals or clearances applicable to the Offer or the consummation of the Merger under any applicable antitrust laws, including but not limited to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), including suspensory filing requirements, waiting periods and required actions, consents that shall not have expired, or been terminated or obtained, as applicable (the “Antitrust Condition”), (iii) there being no law or judgment, injunction, order or decree of any governmental authority with competent jurisdiction restraining, prohibiting or otherwise making illegal the consummation of the Offer or the Merger, (iv) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) and (v) certain other customary conditions. See “The Offer—Section 15—Conditions of the Offer” for a list of additional conditions to the Offer. How long do I have to decide whether to tender in the Offer; • extends ? You have until the expiration time of the Offer to tender. The Offer currently is scheduled to expire at 12:00 midnight, New York City time, at the end of day on September 18, 2015, unless extended (as may be extended, the “Expiration Time”). In addition, if we extend the Offer as described below, you will have an additional opportunity to tender your Shares. See “The Offer—Section 1—Terms of the Offer, other than in a manner contemplated by .” Can the Offer be extended and under what circumstances? Pursuant to the Merger Agreement; • imposes , we have agreed to extend the Offer for successive periods of up to ten (10) business days each if, on any then-scheduled Expiration Time, the conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition set forth in “The Offer—Section 15—Conditions of the Offer in any manner that is adverse Offer” are not satisfied or, to the holders extent permitted under the Merger Table of SharesContents Agreement and applicable law, waived. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyIn addition, the Merger Agreement provides that Purchaser shall extend the Offer: • Offer for any period required by any law law, or by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or its staff or Nasdaq; • for successive extension periods the rules of up to ten business days each NASDAQ (but no later than as defined below). Notwithstanding the second business day prior to the Outside Dateforegoing, as it may be extended pursuant to the Merger Agreement), Agreement provides that in no event shall the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond November 3, 2015, provided that either TECU or Parent may extend such date by an additional thirty (30) days if on November 3, 2015 all of the then-scheduled Expiration Date for up conditions to two additional periods not to exceed an aggregate the Offer have been satisfied or waived, other than the Antitrust Condition. Following our acceptance of 20 business days; and • Shares tendered in the event Offer, if, as of the expiration of the Offer, all of the conditions to the Offer have been satisfied or waived, we may, without the consent of TECU, provide a subsequent offering period in accordance with the requirements of Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “The Offer—Section 1—Terms of the Offer.” How will I be notified if the Offer is extended? If we decide to extend the Offer, we will inform Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), of that fact and will make a public announcement of the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx extension, no later than 8:00 a.m. Eastern Time 9:00 a.m., New York City time, on the next business day after the then date the Offer was scheduled to expire. See “The Offer—Section 1—Terms of the 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, or tender such Shares pursuant to the procedure for book-entry transfer set forth in “The Offer—Section 3—Procedure for Tendering Shares—Book-Entry Transfer,” not later than the time the Offer expires. If your Shares are held in street name by your broker, dealer, bank, trust company or other nominee, only such nominee can tender your Shares for you. If you cannot deliver everything required to make a valid tender to the Depositary before the 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 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,” substantially in the form made available by Purchaser, that the missing items will be received by the Depositary within three NASDAQ Global Stock Market (“NASDAQ”) 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.” Until what time can I withdraw tendered Shares? You can withdraw tendered Shares at any time before the Offer has expired. Pursuant to Section 14(d)(5) of the Exchange Act, Shares also may be withdrawn at any time after October 20, 2015, which is the 60th day after the date of the commencement of the Offer, unless prior to that date the Purchaser has accepted for payment the Shares validly tendered in the Offer. Shares tendered during a subsequent offering period, if any, may not be withdrawn. See “The Offer—Section 4—Withdrawal Rights.” How do I withdraw tendered Shares? To withdraw tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information, to the Depositary while you have the right to withdraw the Shares. See “The Offer—Section 4—Withdrawal Rights.” Table of Contents When and how will I be paid for my tendered Shares? Upon the terms and subject to the conditions of the Offer, we will pay for all validly tendered and not withdrawn Shares promptly after the later of the Expiration Time and the satisfaction or waiver of the conditions to the Offer set forth in “The Offer—Section 15—Conditions of the Offer.” We will pay for your validly tendered and not withdrawn Shares by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for such Shares (the or of a confirmation of a book-entry transfer of such Shares as described in “Financing Extension NoticeThe Offer—Section 3—Procedures for Tendering Shares”), a properly completed, timely received and duly executed Letter of Transmittal (or facsimile thereof) or Agent’s Message (as defined below) in accordance with lieu of a Letter of Transmittal, and any other required documents for such Shares. See “The Offer—Section 2—Acceptance for Payment and Payment of Shares.” Will the terms of Offer be followed by a merger if all Shares are not tendered in the Merger Agreement.Offer?

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date shareholders of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willCompany, and Parent will cause Purchaser to, accept except for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price change or to make any other changes in the terms and conditions of the Offer, except amendment that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position waiver of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition), (iii) are satisfied the expiration time shall not be extended except as otherwise provided in the Merger Agreement, and (iiiv) all comments of the SEC or its staff applicable to Purchaser shall not terminate the Offer (including documents related prior to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-any scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • expiration time except in the event that the Chief Operating Officer Merger Agreement is terminated. If we make any material change in the terms of Parent delivers or information concerning the Offer or waive a written notice material condition of the Offer, we will extend the Offer, if required by applicable law, for a period sufficient to Xxxxxxxxx allow you to consider the amended terms of the Offer. In a published release, the SEC has stated that in its view an offer must remain open for a minimum period of time following a material change in the terms of such offer and that the waiver of a condition such as the Minimum Condition is a material change in the terms of an offer. The release states that an offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to shareholders, and that if material changes are made with respect to information that approaches the significance of price and number of shares tendered for, a minimum of ten (10) business days may be required to allow adequate dissemination and investor response. If we extend the Offer, are delayed in accepting for payment of or paying for Shares, or are unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain all Shares tendered on our behalf, and such Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as provided in “The Offer—Section 4—Withdrawal Rights.” Our reservation of the right to delay acceptance for payment of or payment for Shares is subject to applicable law, which requires that we pay the consideration offered or return the Shares deposited by or on behalf of shareholders promptly after the termination or withdrawal of the Offer. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. In the case of an extension of the Offer, we will make a public announcement of such extension no later than 8:00 a.m. Eastern Time 9:00 a.m., New York City time, on the next business day after the then previously scheduled expiration date Expiration Time. As promptly as practicable after the Offer closing, Parent and the Purchaser expect to complete the Merger without a meeting of the Offer (the “Financing Extension Notice”) shareholders of TECU in accordance with the terms MBCA. TECU has provided us with its shareholder list and security position listings for the purpose of disseminating the Merger AgreementOffer to holders of Shares. We will send this Offer to Purchase, the related Letter of Transmittal and other related documents to record holders of Shares and to brokers, dealers, banks, trust companies and other nominees whose names appear on the shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

TABLE OF CONTENTS. Adjournment Proposal (if necessary): The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date affirmative vote of a majority of the Merger Agreement, but votes cast by holders of Seaspan common shares present in no event later than December 4, 2015. The Offer is subject only person or by proxy and entitled to vote at the satisfaction Special Meeting will be required for the approval of the Minimum Condition and satisfaction or waiver adjournment of the other Offer Conditions that Special Meeting, if necessary, to solicit additional proxies if there are described in Section 15 —“Conditions of the Offer.” Subject not sufficient votes to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” adopt the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration DateSpecial Meeting. Abstentions, broker non-votes or other failures to vote (including the failure of a shareholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) are not considered votes cast and therefore will have no effect on the outcome of any vote on the adjournment proposal. Under NYSE rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that the NYSE determines to be “non-routine.” Generally, a broker non-vote occurs on an item when (i) all a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the Offer Conditions (other than the Minimum Condition) are satisfied shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under applicable NYSE rules, all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations proposals in this proxy statement/prospectus are non-routine matters. Because none of the SEC proposals to be voted on at the Special Meeting are routine matters for which brokers may have discretionary authority to vote, we do not expect any broker non-votes at the Special Meeting. As a result, if you hold your shares in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or its staff applicable other nominee how to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • vote your shares in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date one of the Offer (the “Financing Extension Notice”) in accordance with the terms ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. The NYSE rules governing brokers’ discretionary authority will not permit brokers to exercise discretionary authority regarding any of the Merger Agreementproposals to be voted on at the Special Meeting.

TABLE OF CONTENTS. The Offer. The Merger thereafter use or disclose any information or data furnished under this Agreement provides that Purchaser will commence with respect to such SCJ LICENSED PRODUCTS; (v) CMI shall deliver to SCJ all customer lists for the Offer as promptly as practicable after sale of SCJ LICENSED PRODUCTS during the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement prior twelve (the “Acceptance Time”). Parent and Purchaser expressly reserve 12) months; (vi) SCJ shall have the right to waive 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 Offer ConditionHOUSE XXXX or TRADE NAME); (viii) CMI shall, and shall cause its subsidiaries to, take all steps necessary to increase the Offer Price or change its corporate name to make any other changes in the terms and conditions a name that does not include “XXXXXXX”, including a vote of the Offershareholders, except that 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 prior written consent name change. CMI shall cause its subsidiaries and all subsequent subsidiaries to take the necessary post-termination actions to accomplish the change(s) of Xxxxxxxxx is required for Parent name; and Purchaser (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: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) Except as otherwise permitted pursuant to Section 30 hereof, CMI shall cease all of the Offer Conditions (other than the Minimum Condition) are satisfied 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 comments All money credits of either party which are due the other shall promptly be paid and accounted for; (iii) All sublicenses of the SEC or LICENSED BRANDS and LICENSED TECHNOLOGY granted by CMI hereunder shall terminate and CMI shall notify its staff applicable Table of Contents sublicensees of such 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 SCJ all information, formula cards, processing instructions, correspondence and other data relating to the Offer 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 SCJ LICENSED PRODUCTS; (including documents related 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 its subsidiaries; (vii) CMI shall, and shall cause its subsidiaries to, promptly adopt trademarks for its products that are not similar to the OfferLICENSED BRANDS; (viii) have been resolved CMI shall, and no rulecause its subsidiaries to, regulation cooperate in efforts to avoid consumer confusion as to source, sponsorship or interpretations 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 SEC 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 staff applicable 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 Offer would require Parent DIVERSEY TRADE XXXX and the DIVERSEY TRADE NAME in connection with its acquisition of the DiverseyLever business. SCJ agrees that it will not at any time do, cause to be done or Purchaser assist others in doing, any act or thing contesting or in any way intending to extend impair CMI’s exclusive ownership of the OfferDIVERSEY TRADE XXXX and the DIVERSEY TRADE NAME. In the event CMI acquires such ownership, then Purchaser will only be required to extend the Offer CMI and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • SCJ shall execute a license agreement in the event that form attached as Schedule 18(u) pursuant to which CMI will license the Chief Operating Officer DIVERSEY TRADE XXXX 38 Table of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.Contents

TABLE OF CONTENTS. The Offer. Carbon Black’s Financing The Merger Agreement provides that Purchaser will commence that, prior to the Offer 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 promptly as practicable after the date 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) obtain the waiver 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”), such Lender Consent to be in a form reasonably satisfactory to Parent. Efforts to Close the Transaction In the Merger Agreement, but each of Carbon Black, Purchaser and Parent has agreed to, and 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 no event later than December 4, 2015. The Offer is subject only accordance with applicable law to ensure the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” conditions to complete the Merger Agreement provides that Purchaser will, are satisfied and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in to consummate the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as transactions contemplated by the Merger AgreementAgreement as promptly as reasonably practicable, decreases including using reasonable best efforts to: • obtain any consents, approvals, registrations, waivers, permits, orders or other authorizations from, and 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 Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner transactions contemplated by the Merger Agreement; • imposes conditions to make any submissions necessary, proper or advisable in connection with the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, transactions contemplated by the Merger Agreement provides that Purchaser shall extend under the Offer: • for any period required by any law or any rule, regulation, interpretation or position Securities Act of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date1933, as it may be extended pursuant to amended (the Merger Agreement“Securities Act”), in the event that as of Exchange Act, the HSR Act, the DGCL, the Nasdaq and NYSE rules and regulations and any scheduled Expiration Date any Offer Condition has not been satisfied other applicable laws, rules or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business daysregulations; and • in the event that the Chief Operating Officer of Parent delivers a written notice take or cause to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance be taken all other actions necessary, proper or advisable consistent with the terms of the Merger AgreementAgreement to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such laws, rules and regulations.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date board of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions directors or the Governmental Entity Condition; or • make any change in the terms or conditions affirmative vote of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Sharesat least 662∕3% of the votes that all stockholders would be entitled to cast for the election of directors. In addition, the affirmative vote of the holders of at least 662∕3% of the votes that all stockholders would be entitled to cast for the election of directors is required to amend, repeal, or adopt any provisions inconsistent with any of the provisions of our restated certificate of incorporation, as amended, with respect to the staggered board, quorum of directors, and removal of directors and the provisions of our restated certificate of incorporation, as amended, with respect to special meetings of the stockholders. Choice of Forum. Our restated certificate of incorporation, as amended, provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of us, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee or stockholder of ours to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery, or (4) any action asserting a claim governed by the internal affairs doctrine. Our restated certificate of incorporation, as amended, further provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Delaware Business Combination Statute. Section 203 of the DGCL is applicable to us. Section 203 of the DGCL restricts some types of transactions and business combinations between a corporation and a 15% stockholder. A 15% stockholder is generally considered by Section 203 to be a person owning 15% or more of the corporation’s outstanding voting stock. Section 203 refers to a 15% stockholder as an “interested stockholder.” Section 203 restricts these transactions for a period of three years from the date the stockholder acquires 15% or more of our outstanding voting stock. With some exceptions, unless the transaction is approved by the board of directors and the holders of at least two-thirds of the outstanding voting stock of the corporation, Section 203 prohibits significant business transactions such as: • a merger with, disposition of significant assets to or receipt of disproportionate financial benefits by the interested stockholder, and • any other transaction that would increase the interested stockholder’s proportionate ownership of any class or series of our capital stock. ​ The shares held by the interested stockholder are not counted as outstanding when calculating the two-thirds of the outstanding voting stock needed for approval. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offerprohibition against these transactions does not apply if: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Datetime that any stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction in which such stockholder acquired 15% or more of our outstanding voting stock, or ​ • the interested stockholder owns at least 85% of our outstanding voting stock as it may be extended pursuant to the Merger Agreement), a result of a transaction in the event that which such stockholder acquired 15% or more of our outstanding voting stock. Shares held by persons who are both directors and officers or by some types of employee stock plans are not counted as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.outstanding when making this calculation. ​

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that foregoing conditions are in addition to, and not a limitation of, the rights of Parent and Purchaser will commence to extend, terminate, amend and/or modify the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”)Agreement. Parent and Purchaser expressly reserve the right to waive waive, in whole or in part, any Offer Condition (other than the Minimum Condition) or modify the terms of the Offer. However, without the consent of Move, we are not permitted to increase (i) other than in the case of any equitable adjustment relating to any reclassification, stock split, stock dividend or recapitalization by the Company, decrease the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid payable in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or (ii) decrease the number of Shares sought to be purchased in the Offer; • extends , (iii) impose conditions on the Offer, other than Offer in a manner contemplated by the Merger Agreement; • imposes conditions addition to the Offer other than the Conditions or amend any Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer Condition in any a manner that is adverse to the holders of Shares. The Merger Agreement contains provisions , (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to govern the circumstances in which Purchaser is holders of Shares, (vi) extend or otherwise change the Expiration Date except as required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement or (vii) provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. See Section 15 — “Conditions of the Offer.” Have any Move stockholders entered into agreements with Parent or its affiliates requiring them to tender their Shares? Yes. In connection with the execution of the Merger Agreement, the NAR entered into a Tender and Support Agreement, dated as of September 30, 2014, with Parent and Purchaser (the “NAR Support Agreement”). Subject to the terms and conditions of the NAR Support Agreement, the NAR agreed, among other things, to tender, pursuant to the Offer, 756,410 Shares representing in the aggregate approximately 1.87% of Move’s total outstanding Shares and, subject to certain exceptions, not to transfer any of those Shares that are subject to the NAR Support Agreement. See Section 11 — “The Merger Agreement; Other Agreements” in this Offer to Purchase for a description of the NAR Support Agreement. In connection with the execution of the Merger Agreement, Xxxxxx X. Xxxxxxxxx and Xxxxx X. Xxxxxxxxx, the chief executive officer and the executive vice president, general counsel and secretary, respectively, of Move (collectively, the “Supporting Executives”) have entered into Tender and Support Agreements, dated as of September 30, 2014, with Parent and Purchaser (the “Executive Support Agreements”). Subject to the terms and conditions of the Executive Support Agreements, the Supporting Executives agree, among other things, to tender, pursuant to the Offer, 191,132 Shares representing in the aggregate approximately 0.47% of Move’s total outstanding Shares and, subject to certain exceptions, not to transfer any of the Shares that are subject to the Executive Support Agreements. See Section 11 — “The Merger Agreement; Other Agreements” in this Offer to Purchase for a description of the Executive Support Agreements. How do I tender my Shares? If you hold your Shares directly as the registered owner, you can (i) tender your Shares in the Offer by 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) tender your Shares by following the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase, no later than the Expiration Date. If you are the registered owner but your stock certificate is not available or you cannot deliver it to 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 eligible institution guarantee that the missing items will be received by the Depositary within three NASDAQ trading days. For the tender to be valid, however, the Depositary must receive the missing items within that three trading-day period. See Section 3 — “Procedures for Tendering Shares” for further details. The Letter of Transmittal is enclosed with this Offer to Purchase. If you hold your Shares in street name through a broker, dealer, commercial bank, trust company or other nominee, you must contact the institution that holds your Shares and give instructions that your Shares be tendered. You should contact the institution that holds your Shares for more details. See Section 3 — “Procedures for Tendering Shares.”

TABLE OF CONTENTS. [If applicable, insert — The Offersinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ “mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. The Merger Agreement provides that Purchaser Securities of this series acquired or redeemed by the Company otherwise than through (if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due).] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will commence be issued in the Offer as promptly as practicable after the date name of the Merger AgreementHolder hereof upon the cancellation hereof.] [If applicable, but insert — The Indenture contains provisions for defeasance at any time of (l) the entire indebtedness of this Security or (2) certain restrictive covenants and Events of Default with respect to this Security, in no event later than December 4each case upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an Original Issue Discount Security, 2015. The Offer is subject only insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the satisfaction principal of the Minimum Condition Securities of this series may be declared due and satisfaction or waiver payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the other Offer Conditions that are described in Section 15 —“Conditions Securities of the Offer.” Subject to the satisfaction of the Minimum Condition this series may be declared due and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn payable in the Offer promptly after manner and with the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes effect provided in the terms and conditions of Indenture. Such amount shall be equal to insert formula for determining the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Sharesamount. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, Upon payment (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations Company’s obligations in respect of the SEC or its staff applicable to payment of the Offer would require Parent or Purchaser to extend the Offerprincipal of and interest, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time if any, on the next business day after Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the then scheduled expiration date amendment thereof and the modification of the Offer (rights and obligations of the “Financing Extension Notice”) in accordance Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the terms consent of the Merger AgreementHolders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date notice of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only and (b) use reasonable best efforts to the satisfaction duly convene and hold a meeting of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement its shareholders (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension NoticeARYA Shareholders Meeting”) in accordance with the terms Governing Documents of ARYA, for the purposes of obtaining the ARYA Shareholder Approval and, if applicable, any approvals related thereto and providing its applicable shareholders with the opportunity to elect to effect an ARYA Shareholder Redemption. Except as otherwise required by applicable Law, (i) ARYA shall, through the approval of the ARYA Board, recommend to its shareholders (the “ARYA Board Recommendation”), (A) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Mergers) (the “Business Combination Proposal”); (B) the adoption and approval of the ARYA Plan of Merger, the XXXX Xxxxxx and the First Surviving Company Governing Documents (the “ARYA Merger AgreementProposal”); (C) the adoption and approval of each other proposal that either the SEC or Nasdaq (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (D) the adoption and approval of each other proposal reasonably agreed to by ARYA and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (E) the adoption and approval of a proposal for the adjournment of the ARYA Shareholders Meeting, if necessary (1) because there are not sufficient votes to approve and adopt any of the foregoing or (2) to seek to limit or reverse any redemptions of ARYA Class A Shares (such proposals in (A) through (E), collectively, the “Transaction Proposals”), and (ii) ARYA shall include such recommendation contemplated by clause (i) in the Registration Statement / Proxy Statement. Notwithstanding the foregoing or anything to the contrary herein, XXXX may adjourn the ARYA Shareholders Meeting (1) to solicit additional proxies for the purpose of obtaining the ARYA Shareholder Approval or (2) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that XXXX has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the ARYA Shareholders prior to the ARYA Shareholders Meeting; provided that, without the consent of the Company, in no event shall ARYA adjourn the ARYA Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting or to a date that is beyond the Termination Date. Except as otherwise required by applicable Law, ARYA covenants that none of the ARYA Board or ARYA nor any committee of the ARYA Board shall withdraw or modify, or propose publicly or by formal action of the ARYA Board, any committee of the ARYA Board or ARYA to withdraw or modify, in a manner adverse to the Company, the ARYA Board Recommendation or any other recommendation by the ARYA Board or ARYA of the proposals set forth in the Registration Statement / Proxy Statement.

TABLE OF CONTENTS. The Offer. The extended Outside Date (x) the Regulatory Condition or (y) the Legal Restraints Condition (in the case of (y), 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 Acceptance Time, each of which is then capable of being satisfied), 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 provides that Purchaser pursuant to the foregoing will commence not be available to any party to the Offer as promptly as practicable after Merger Agreement if the date failure of the Acceptance Time to occur on or before the Outside Date is primarily due to a material breach of the Merger AgreementAgreement by such party (the “Outside Date Termination Right”), but in no event later than December 4, 2015. The Offer is subject only to (ii) any Legal Restraint permanently preventing or prohibiting the satisfaction consummation of the Minimum Condition Offer or the Merger will be in effect and satisfaction or waiver of will have become final and non-appealable; provided that the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject party seeking to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” terminate the Merger Agreement provides pursuant to the foregoing clause (ii) will have complied in all material respects with its obligations under Section 7.02 of the Merger Agreement in respect of any such Legal Restraint, or (iii) if the 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 Morphic common stock validly tendered (and not validly withdrawn) pursuant to the Offer (the “Offer Condition Failure Termination Right”); provided that Purchaser will, and Parent the right to terminate the Merger Agreement pursuant to the foregoing clause (iii) will cause Purchaser to, accept not be available to (x) Lilly if Xxxxx has not complied with its obligations under Section 2.01 of the Merger Agreement or (y) any party to the Merger Agreement if the reason the Offer has expired or been terminated without Xxxxx having accepted for payment all Shares validly tendered (and not withdrawn validly withdrawn) pursuant to the 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 promptly Conditions and cannot be or has not been cured prior to the earlier of (x) 30 days after the Expiration giving of written notice to Morphic of such breach or failure to perform and (y) 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, as it may be extended pursuant if (i) Purchaser fails to commence the Offer in violation of the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in due to a manner contemplated violation by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition Morphic of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to obligations under the Merger Agreement), (ii) Purchaser will have terminated the Offer prior to its expiration date (as such expiration date may be extended in accordance with the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied Merger Agreement), other than in accordance with the Merger Agreement or waived, provided that if, at the time of the scheduled Expiration Date, (iiii) 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 than the Minimum Condition) are satisfied breaches or failures to perform, would result in a Parent Material Adverse Effect and (ii) all comments of the SEC or its staff applicable has not been cured prior to the Offer earlier of (including documents related to x) 30 days after the Offer) have been resolved and no rule, regulation or interpretations giving of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on Xxxxx or Purchaser of such breach or failure to perform and (y) the next business day after the Outside Date (provided that Morphic is not then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms 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 Morphic Board has complied in all material respects with its obligations under the non-solicitation provisions of the Merger Agreement in respect of such Superior 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 Offerconstitute an additional issuance of, and form a single series with, the 2004 Shares and 2010 Shares. The Merger Agreement provides that Purchaser will commence Company has filed with the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition Securities and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement Exchange Commission (the “Acceptance TimeCommission”) an “automatic shelf registration statement,” as defined under Rule 405 (“Rule 405”) of the rules and regulations (the “1933 Act Regulations”) of the Commission promulgated under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (No. 333-161182), including the related base prospectus, covering the registration of shares of preferred stock, common stock, depositary shares, warrants, debt securities, rights and units under the 1933 Act, and the offer and sale thereof from time to time in accordance with Rule 415 of the 1933 Act Regulations and a preliminary prospectus supplement relating to the Securities in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Parent and Purchaser expressly reserve Such registration statement became effective upon filing with the right to waive any Offer Condition, to increase the Offer Price or to make any other changes Commission in the terms and conditions accordance with Rule 462(e) of the Offer, except that 1933 Act Regulations (“Rule 462(e)”). Such registration statement covers the prior written consent registration of Xxxxxxxxx is required for Parent the offer and Purchaser to: • waive sale of Securities under the Minimum Condition1933 Act. Promptly after execution and delivery of this Agreement, the Antitrust Law Conditions or Company will prepare and file a prospectus supplement relating to the Governmental Entity Condition; or • make any change Securities in accordance with the terms or conditions provisions of Rule 430B of the Offer that: • changes 1933 Act Regulations (“Rule 430B”) and Rule 424(b). Any information included in such prospectus supplement that was omitted from such registration statement at the form of consideration time it became effective but that is deemed to be paid part of and included in such registration statement pursuant to Rule 430B is referred to herein as “Rule 430B Information.” The base prospectus and prospectus supplement used in connection with the Offeroffering of the Securities that omitted Rule 430B Information are referred to herein collectively as a “preliminary prospectus.” Such registration statement, at any given time, including any amendments thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations, is herein called the “Registration Statement”; • except provided, however, that “Registration Statement” without reference to a time means the Registration Statement as contemplated by of the Merger Agreementtime of the first contract of sale for the Securities, decreases which time shall be considered the Offer Price or “new effective date” of the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions Registration Statement with respect to the Offer other than Underwriters and the Offer Conditions; • modifies Securities (within the Offer Conditions; or • amends any other term or condition meaning of Rule 430B(f)(2) of the Offer in any manner that is adverse to the holders of Shares1933 Act Regulations (“Rule 430B(f)(2)”)). The Merger Agreement contains provisions to govern Registration Statement at the circumstances in which Purchaser time it originally became effective is required or permitted to extend herein called the Offer. Specifically, “Original Registration Statement.” The base prospectus and the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement)final prospectus supplement, in the event that as form furnished or made available to the Underwriters for use in connection with the offering of any scheduled Expiration Date any Offer Condition has not been satisfied the Securities, including the documents incorporated or waived, provided that if, deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the scheduled Expiration Dateexecution of this Agreement, (i) are referred to herein collectively as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the Offer Conditions foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (other than “XXXXX”). The Company will contribute the Minimum Condition) are satisfied and (ii) all comments net proceeds from the sale of the SEC or its staff applicable Securities to the Offer Operating Partnership, and in exchange therefor, at the Closing Time (including documents related as defined in Section 2(c)) or any Date of Delivery (as defined in Section 2(b)), as applicable, the Operating Partnership will issue to the Offer) have been resolved and no rule, regulation or interpretations Company preferred units of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • limited partnership interest in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.Partnership

TABLE OF CONTENTS. The Offer. The Merger Agreement provides the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that Purchaser will commence if such an amendment is requested by the Offer as promptly as practicable after Borrower or the date Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to enter into an amendment of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only relevant affected provisions (without the payment of any amendment or similar fee to the satisfaction Lenders) to preserve the original intent thereof in light of such change in GAAP or the Minimum Condition and satisfaction application thereof; provided, further, that all terms of an accounting or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willfinancial nature used herein shall be construed, and Parent will cause Purchaser to, accept for payment all Shares validly tendered computations of amounts and not withdrawn in the Offer promptly after the Expiration Date, as it may ratios referred to herein shall be extended pursuant made without giving effect to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Offer Conditions (other than the Minimum Condition) are satisfied Borrower or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all comments of times be valued at the SEC full stated principal amount thereof. If the Borrower notifies the Administrative Agent that the Borrower (or its staff applicable to the Offer (including documents related to the OfferSpecified Parent Company) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be is required to extend report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up Borrower cannot elect to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementreport under GAAP).

TABLE OF CONTENTS. The OfferFinancing Proceeds Condition requires that Parent (either directly or through its subsidiaries) must have received the proceeds of the commitments from MIHI LLC, Macquarie Capital (USA) Inc., Credit Suisse Securities (USA) LLC, Credit Suisse AG, and General Electric Capital Corporation (together, the “Debt Commitment Parties”) to provide debt financing to Purchaser (the “Debt Financing”) (or any alternative debt financing) and/or the Debt Commitment Parties (or the lenders party to a new commitment letter for any alternative debt financing) will have confirmed to Parent or Purchaser that the Debt Financing (or any debt alternative financing) will be available at the Offer Closing, in each case, in an amount sufficient to consummate the Offer Closing and the Merger Closing. The Rights Plan Condition requires that Steinway, the board of directors of Steinway and the Rights Agent (as defined below) have taken all necessary actions to ensure that no rights will be issued or exercisable under Steinway’s Rights Agreement, dated September 26, 2011, as amended from time to time (the “Rights Plan”), between Steinway and Continental Stock Transfer & Trust Company, as rights agent (“Rights Agent”), and that the Rights Plan shall have no force or effect with respect to the Transactions (as defined in the Merger Agreement provides Agreement). The Antitrust Condition requires that Purchaser will commence (a) any applicable waiting period (or any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) relating to the purchase of Shares pursuant to the Offer as promptly as practicable after the date or consummation of the Merger Agreementhave expired or otherwise been terminated, but in and (b) the affirmative approval or clearance of governmental authorities required under antitrust laws of Germany relating to the purchase of Shares pursuant to the Offer and the consummation of the Merger have been obtained. The governmental authority condition requires that no event later than December 4governmental authority shall have enacted, 2015issued, promulgated, enforced or entered any law or order which has the effect of enjoining or otherwise prohibiting the making of the Offer or the consummation of the Offer or the Merger. The Offer also is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are conditions as described in this Offer to Purchase. See Section 15 —— “Certain Conditions of the Offer.” Subject to the satisfaction After careful consideration, Steinway’s board of the Minimum Condition and the directors, consisting of all disinterested directors, among other Offer Conditions things, has unanimously (i) determined that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willand the transactions contemplated thereby, including the Offer, the Merger and the Top-Up Option, are advisable and fair to and in the best interests of Steinway and the holders of Shares, (ii) approved and declared advisable and in the best interest of its stockholders the Merger Agreement and the transactions contemplated thereby, including the Offer, the Merger and the Top-Up Option, and (iii) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer. Two directors, Mr. X.X. Xxx and Xx. Xxxx Xxxxxxx, did not participate in Steinway’s board of directors action regarding this recommendation by virtue of their relationships with potential bidders for Steinway. A more complete description of Steinway’s board of director’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Steinway’s Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached thereto, the “Schedule 14D-9”) that is being furnished to stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-headings “Background of the Transaction” and “Reasons for the Recommendation of the Company Board.” Steinway has advised Parent will cause Purchaser tothat, accept as of June 27, 2013, (i) 12,475,114 shares of common stock were issued and outstanding, (ii) 161,587 shares of common stock were available for payment issuance pursuant to Steinway’s 2006 Employees Stock Purchase Plan (the “ESPP”), (iii) 771,700 shares of common stock were available for issuance under Steinway’s Amended and Restated 2006 Stock Compensation Plan (the “2006 Plan”) including outstanding Options to purchase 525,150 shares of common stock pursuant to the 2006 Plan, and (iv) 99,400 shares of common stock were available for issuance under Steinway’s Amended and Restated 1996 Stock Plan (the “1996 Plan” and together with the ESPP and 2006 Plan, the “Stock Plans”), including outstanding Options to purchase 99,400 shares of Company Common Stock pursuant to the 1996 Plan. Options to purchase common stock are referred to herein as “Options”. Assuming that no Shares are issued pursuant to the ESPP after June 27, 2013, no Options are granted under the 2006 Plan or 1996 Plan after June 27, 2013 and that all Options outstanding as of June 27, 2013 are exercised, there would be 13,099,664 Shares outstanding and the Minimum Tender Condition would be satisfied if at least one Share more than 50% of the Shares are validly tendered and not validly withdrawn in the Offer promptly after on or prior to the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The OfferMerger Agreement provides that the Merger Agreement may be terminated at any time prior to the Acceptance Time by Parent: • if a Triggering Event (as summarized below) shall have occurred; or • subject to the Company’s commercially reasonable efforts to cure a curable breach or inaccuracy during a 30 calendar day cure period, in the event (i) of a material breach of any covenant or agreement on the part of the Company set forth in the Merger Agreement such that the condition set forth in clause (c) of Exhibit B of the Merger Agreement (which relates to performance of the Company’s obligations under the Merger Agreement in all material respects) would not be satisfied as of the time of such breach or (ii) that any representation or warranty of the Company set forth in the Merger Agreement shall have been inaccurate when made or shall have become inaccurate, such that the condition set forth in clause (b) of Exhibit B of the Merger Agreement (which relates to the accuracy of the Company’s representations and warranties set forth in the Merger Agreement to specified standards of materiality) would not be satisfied as of the time of such breach or as of the time such representation and warranty became inaccurate. The Merger Agreement provides that Purchaser there will commence be a “Triggering Event” if: • an Adverse Recommendation Change shall have occurred (it being understood that the Offer as promptly as practicable after the date receipt by Parent of the Merger Agreementa notice of an Adverse Recommendation Change shall not, but in no event later than December 4and of itself, 2015. The Offer is subject only entitle Parent to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” terminate the Merger Agreement provides that Purchaser willas a Triggering Event); • the Company shall have entered into, or publicly announced its intention to enter into, a letter of intent, memorandum of understanding or contract (other than an Acceptable Confidentiality Agreement) relating to any Acquisition Proposal; • the Company or any of its Representatives shall have willfully and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms materially breached any of its obligations under Section 7.02 of the Merger Agreement (the provisions of which are summarized above under “Acceptance TimeNo Solicitation and Superior Proposal Provisions” and “Change in Recommendation”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make the Company Board or any change in the terms or conditions committee thereof (i) will not have rejected any Acquisition Proposal within 10 business days of the Offer that: • changes making public thereof (including, for these purposes, by taking no position with respect to the form of consideration to be paid in the Offer; • except as contemplated acceptance by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition stockholders of the Offer in Company of a tender offer or exchange offer) or (ii) shall have failed, pursuant to Rule 14e-2 under the Exchange Act or otherwise, to publicly reconfirm the Board Recommendation within 10 business days after receipt of a written request from Parent that it do so if such request is made following the making by any manner that is adverse to the holders Person of Sharesan Acquisition Proposal. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, provides that the Merger Agreement provides that Purchaser shall extend the Offer: • for may be terminated at any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day time prior to the Outside DateAcceptance Time by the Company: • if, as it may be extended pursuant prior to the Merger Agreement)Acceptance Time, the Company Board authorizes the Company, in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance compliance with the terms of the Merger Agreement, including the limitations on Adverse Recommendation Changes (which are summarized above under “Change in Recommendation”) to enter into a binding definitive agreement in respect of a Superior Proposal with a third party; provided that the Company shall have paid any Termination Fee (as defined below) or Parent Expenses (as defined below) required to be paid to Parent pursuant to the applicable provision of the Merger Agreement in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, the Company substantially concurrently enters into such binding definitive agreement (the right to terminate which is summarized in this bullet point, the “Fiduciary Termination Provision”); or • subject to Parent’s and Purchaser’s commercially reasonable efforts to cure a curable breach or inaccuracy during a 30 day cure period, in the event: (i) of a material breach of any covenant or agreement on the part of Parent or Purchaser set forth in the Merger Agreement and such failure has a material adverse effect on Purchaser’s ability to purchase and pay for the Shares validly tendered (and not withdrawn) pursuant to the Offer or (ii) 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 Offer.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date (f) Each of the Merger AgreementBlackRock Investment Adviser Subsidiaries and the BlackRock Broker Dealer Subsidiaries is, but has been and upon consummation of the Transactions will be, in compliance with, and each such entity has received no event later than December 4notice of any kind of any violation of, 2015(A) all Laws applicable to it or its operations relating to investment advisory or broker-dealer activities, as the case may be, and (B) all other Laws applicable to it and its operations, except, in either case, where any failure to comply with any such Law would not reasonably be expected to have, individually or in the aggregate, a BlackRock Material Adverse Effect. The Offer is subject only (g) Each Person for which the BlackRock Investment Adviser Subsidiaries acts as investment adviser and, to the satisfaction best knowledge of BlackRock, each entity for which the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described BlackRock Investment Adviser Subsidiaries acts as sub-adviser and, in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willeach case, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx which is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of registered with the SEC or its staff comparable regulatory or Nasdaq; • for successive extension periods self-regulatory authority of up to ten business days each any jurisdiction as a pooled investment vehicle (but no later than each, a “BlackRock Public Fund”) is, at all times required under Applicable Laws has been, and upon consummation of the second business day prior transactions contemplated herein will be, duly registered with the SEC or such other authority as an investment company under Applicable Law and, to the Outside Datebest knowledge of BlackRock, as it may be extended pursuant each BlackRock Public Fund has been operated in compliance in all material respects with the applicable provisions of Applicable Law and, to the Merger Agreement)best knowledge of Black Rock, there are no facts with respect to any BlackRock Public Fund that are likely to have a BlackRock Material Adverse Effect. To the knowledge of BlackRock, the registration statement of each BlackRock Public Fund complies (or, in the event that as case of any scheduled Expiration Date any Offer Condition has not been satisfied or waivedclosed-end BlackRock Public Funds, provided that if, complied at the time date thereof) in all material respects with the provisions of Applicable Law and does not (or, in the case of the scheduled Expiration Dateclosed-end BlackRock Public Funds, did not at the date thereof) contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (ih) all Each entity for which a BlackRock Investment Adviser Subsidiary acts as investment adviser and, to the best knowledge of BlackRock, each entity for which the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of Investment Adviser Subsidiary acts as sub-adviser which entity is not required to be registered with the SEC or its staff applicable comparable regulatory or self-regulatory authority of any jurisdiction as a pooled investment vehicle (a “BlackRock Private Fund”) is not, and upon consummation of the Transactions will not be, required to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of register with the SEC or its staff such other authority as a pooled investment vehicle and to the best knowledge of BlackRock there are no facts with respect to any such BlackRock Private Fund that are likely to have a BlackRock Material Adverse Effect. To the best knowledge of BlackRock, each BlackRock Private Fund’s offering documents comply in all material respects with the provisions of the laws applicable to the Offer would require Parent such offering and do not contain any untrue statement of material fact or Purchaser omit to extend the Offer, then Purchaser will only be state a material fact required to extend be stated therein or necessary to make the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods statements therein not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementmisleading.

TABLE OF CONTENTS. The Offer. The Merger foregone while negotiating this Agreement provides that Purchaser will commence and in reliance on this Agreement and on the Offer as promptly as practicable after the date expectation of the Merger Agreementconsummation of the Transactions, which amount would otherwise be impossible to calculate with precision, (iii) the Parent Termination Fee is not a penalty, but in no event later than December 4is liquidated damages, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by reasonable amount that will compensate the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer Company in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser such fee is required or permitted payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to extend the Offer. Specificallycalculate with precision and (iv) that, without these agreements, the Merger Agreement provides Parties would not enter into this Agreement. Accordingly, if (x) the Company fails to timely pay any amount due pursuant to this Section 6.3, and, in order to obtain such payment, Parent commences a Proceeding that Purchaser shall extend results in a judgment against the Offer: • Company for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended amount due pursuant to this Section 6.3, then the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied Company shall pay Parent its reasonable and (ii) all comments of the SEC or its staff applicable to the Offer documented out-of-pocket costs and expenses (including documents related to the Offerreasonable attorneys’ fees and expenses) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods in connection with such Proceeding not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer $500,000 (the “Financing Extension NoticeExpense Cap”) or (y) Parent fails to timely pay any amount due pursuant to this Section 6.3, and, in accordance order to obtain such payment, the Company commences a Proceeding that results in a judgment against Parent for any amount due pursuant to this Section 6.3, then Parent shall pay the Company its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such Proceeding not to exceed the terms Expense Cap, and, in each case of clause (x) and (y), together with interest on the Merger Agreementamount due pursuant to this Section 6.3 from the date such payment was required to be made until the date of payment at the annual rate of two percent (2%) plus the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made (or such lesser rate as is the maximum permitted by applicable Law). All payments under this Section 6.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent or the Company, as applicable, such written instruction to be provided promptly after such payment becomes due and payable under this Section 6.3. In no event shall a Company Termination Fee or Parent Termination Fee be payable more than once.

TABLE OF CONTENTS. The OfferSection 2.12 (this allocation among the Acquired Assets, the “Allocation”). Any Assumed Liabilities included in the Section 1060 Consideration shall be allocated to the Selling Company in connection with which such Assumed Liabilities were incurred. The Merger Agreement provides Allocation shall include an allocation among the Foreign Assets, with reference to each country in which the Foreign Assets are located. The Allocation shall be based on the fair market values of the Acquired Assets as of the Closing Date as determined and allocated in accordance with Code Section 1060 and the Treasury Regulations thereunder, with the fair market values of the accounts receivable and inventory included in the Acquired Assets determined in accordance with GAAP such that Purchaser will commence tangible assets in these categories are valued at book value as of the Offer Closing Date. As soon as promptly as reasonably practicable (and in any event within one hundred twenty (120) days) after the date Closing Date, the Company and the Buyer shall work together in good faith to finalize the Allocation to reflect the final determinations of the Merger Agreementfair market values of assets as of the Closing Date and any changes to the Section 1060 Consideration, but in no event later than December 4and the Allocation as so finalized shall become the “Final Allocation”, 2015which shall be final and binding upon all the parties. If the Company and the Buyer are unable to finalize the Allocation during such one hundred twenty (120) day period, then the Company and the Buyer shall submit only those disputed items that have not been resolved to an independent accountant mutually chosen by the Company and the Buyer for determination, provided, however, that the basis for dispute shall not include any objection to the methodology used to determine the fair market value of the accounts receivable and inventory. The Offer is subject only independent accountant’s determination as to each item of dispute shall be binding on the parties, and the Allocation shall be amended in accordance with the independent accountants’ determination (as to the satisfaction disputed items) and the agreement of the Minimum Condition Company and satisfaction or waiver of the other Offer Conditions Buyer (as to the items that are described in Section 15 —“Conditions of not disputed) and shall become the Offer.” Subject Final Allocation. If any adjustment is subsequently made to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended 1060 Consideration pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Conditionthis Agreement, the Antitrust Law Conditions or Buyer and the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration Company shall agree to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) amended Allocation in accordance with the terms above procedures, and such amended allocation (the “Amended Allocation”) shall replace the Final Allocation. Within fifteen (15) days after the Allocation has been determined in accordance with this Section 2.12, the Buyer shall cause to be prepared and delivered to the Company IRS Forms 8594 and any required exhibits thereto, and any similar forms required under applicable state, local or foreign Law governing Taxes, which shall conform to the Final Allocation, and the Company and the Purchasing Companies shall each timely file: (a) the applicable Form(s) 8594 with the IRS in accordance with the requirements of Code Section 1060; and (b) such other forms with the applicable Taxing Authorities in accordance with the requirements of the Merger Agreementapplicable Law. Any subsequent adjustment to the Section 1060 Consideration reflected in an Amended Allocation shall be reflected in one or more amended Forms 8594 and applicable state, local or foreign Tax forms that the Company shall cause to be prepared and delivered to the Company within fifteen (15) days after determination of an Amended Allocation. The Company and the Purchasing Company shall, and shall cause their respective Affiliates to, each report, act, and file Tax Returns in all respects and for all purposes (including for purposes of Code Section 704(c)) consistent with the Final Allocation (or Amended Allocation, as applicable). The parties agree that they will not take, nor will they permit any of their respective Affiliates to take, for Tax purposes, any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocations unless required to do so by applicable Law.

TABLE OF CONTENTS. The Letter of Transmittal, stock transfer taxes with respect to the purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Company’s Board of Directors, among other things, has unanimously (i) determined that the terms of the Offer, the Merger and the other transactions contemplated by the Merger Agreement provides that Purchaser will commence are fair to and in the Offer as promptly as practicable after best interests of the date Company and its stockholders, and declared the Merger Agreement advisable; (ii) approved the execution, delivery and performance of the Merger AgreementAgreement and the consummation of the transactions contemplated thereby, but in including the Offer, the Merger and the Tender Agreements; and (iii) recommended that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer and, if applicable, adopt the Merger Agreement and the Merger. There is no event later than December 4, 2015financing condition to the Offer. The Offer is subject only to conditioned upon, among other things (i) the satisfaction of the Minimum Condition which requires that there has been validly tendered and satisfaction not properly withdrawn on or waiver prior to the expiration date a number of Shares which, when taken together with the Shares, if any, owned by Intersil, the Purchaser or any of Intersil’s other direct or indirect subsidiaries, represents at least a majority of the total outstanding Shares (assuming the issuance of all Shares (other Offer Conditions than the Top-Up Option Shares) upon the exercise, conversion or exchange of all outstanding options, warrants, convertible or exchangeable securities and similar rights; provided, that are described in Section 15 —“Conditions only such outstanding options that vest on or before July 20, 2010 will be included for this calculation but regardless of the Offer.” Subject to conversion or exercise price or other terms and conditions thereof); (ii) the satisfaction expiration or termination of all applicable, agreed upon waiting periods (and any extensions thereof) under the Minimum HSR Act, and any other applicable, agreed upon antitrust, competition or merger control laws; (iii) a Burdensome Condition and the other Offer Conditions that are described (as defined in Section 15 — “Conditions to the Offer”) shall not have been imposed in connection with obtaining any approvals or terminations described in the immediately preceding clause (ii); (iv) the representations and warranties of the Offer,” Company contained in the Merger Agreement provides that Purchaser will, (other than Sections 3.2 and Parent will cause Purchaser to, accept for payment all Shares validly tendered 3.3 of the Merger Agreement) being true and not withdrawn in correct as of the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms date of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions as of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (other than representations and warranties made as of a specified date, in which case as of such specified date), except for where the “Financing Extension Notice”failure to be true and correct has not had and would not reasonably be expected to have a Material Adverse Effect, and (v) the representations and warranties of the Company contained in accordance with the terms Section 3.2 of the Merger AgreementAgreement being true and correct (taking into account and giving effect to any materiality or Material Adverse Effect qualifiers contained therein) as of the date of the Merger Agreement and as of the expiration date of the Offer (other than such representations and warranties made as of a specified date, in which case as of such specified date) and (vi) the representations and warranties of the Company contained in Section 3.3 of the Merger Agreement being true and correct in all material respects as of the date of the Merger Agreement and as of the expiration date of the Offer (other than representations and warranties made as of a specified date, in which case as of such specified date) (as defined in Section 15 — “Conditions to the Offer”). We have determined and agreed with the Company that the Offer and Merger meet the jurisdictional thresholds of reporting under the HSR Act and are therefore subject to the provisions of the HSR Act. The applicable HSR Act waiting period will expire on April 8, 2010, unless Intersil receives early termination or a request for additional information. We have also determined and agreed with the Company that the antitrust, competition or merger control laws of jurisdictions outside of the United States will not apply to the acquisition of Shares in the Offer or the Merger. The Company has informed us that, as of February 28, 2010, there were (i) 22,133,102 Shares outstanding, (ii) 1,317,155 Shares outstanding in the form of restricted shares issued under restricted stock awards granted under the Company’s stock plans, and (iii) 1,555,512 Shares issuable upon the exercise of outstanding options which vest on or before July 20, 2010. Based upon the foregoing, we believe the Minimum Condition would be satisfied if at least 12,502,841 Shares are validly tendered and not properly withdrawn prior to the Expiration Date, assuming no additional Share issuances by the Company (including pursuant to option exercises). The actual number of Shares required to be tendered to satisfy the Minimum Condition will depend upon the actual number of Shares outstanding at the Expiration Date and the number of Shares tendered in the Offer pursuant to the guaranteed delivery procedures described herein as to which delivery has not been completed.

TABLE OF CONTENTS. (h) The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger AgreementSeller agrees to allow each Transferred Employee who, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day immediately prior to the Outside DateClosing, as it may be extended pursuant has satisfied the eligibility criteria to receive benefits under the Merger Agreement)Seller’s post-retirement medical plans to participate in, in and receive benefits from, the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable Seller’s post-retirement medical plans upon such employee’s eligibility to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) commence benefits in accordance with the terms of such medical plans as in effect from time to time. Solely in the Merger Agreementcase of any Transferred Employee who is within two years of satisfying such eligibility criteria as of the Closing, the Seller agrees to recognize such Transferred Employee’s service with the Purchaser or its affiliates for purposes of satisfying such eligibility criteria. In the event that any such Transferred Employee is terminated by the Purchaser or its affiliates without cause (as reasonably determined in the Purchaser’s discretion) prior to the second anniversary of the Closing, provided that, in the case of any Transferred Employee whose employment is terminated by the Purchaser during the Continuation Period, such Transferred Employee satisfies the release requirement set forth in Section 5.08(c), except to the extent prohibited by any applicable CBA, such Transferred Employee shall be deemed to have satisfied the service-related eligibility criteria to receive benefits under the Seller’s post-retirement medical plans as of the date the release of claims executed by such Transferred Employee becomes effective and irrevocable. Notwithstanding any provision of this Agreement to the contrary, (i) nothing herein shall prohibit the Seller from amending, modifying or terminating any of its post-retirement welfare plans or prevent the application of any such amendment, modification or termination to any Transferred Employee, provided any such amendment, modification or termination is applied on substantially the same basis to all similarly situated active and retired employees of the Seller (it being understood that status as a Transferred Employee shall not in and of itself make the Transferred Employees “similarly situated”) and the Seller shall indemnify and hold harmless the Purchaser from all costs, expenses or other damages that may result to the Purchaser as a result of actions taken by the Seller or its affiliates in connection with, or as a result of any such amendment, modification or termination, (ii) the Purchaser shall provide, or cause its affiliates to provide, the Transferred Employees described in this Section 5.08(h) (such employees, the “Retiree Medical Eligible Employees”) with medical coverage under the Purchaser’s plans on the same basis as such coverage is provided to other similarly situated Transferred Employees for so long as such Retiree Medical Eligible Employees remain actively employed with the Purchaser or any of its affiliates, (iii) if the employment of any Retiree Medical Eligible Employee is involuntarily terminated, such Retiree Medical Eligible Employee shall be entitled to post-employment medical coverage pursuant to the Purchaser’s severance plan that is applicable to such Transferred Employee on the same basis as such coverage is provided to other similarly situated Transferred Employees who have been terminated for the period required pursuant to the applicable Purchaser’s severance plan, if any and (iv) while a Retiree Medical Eligible Employee remains eligible for coverage under the Purchaser’s plans in accordance with the preceding clauses (ii) and (iii), such Retiree Medical Eligible Employee shall not be permitted to receive post-retirement medical benefits pursuant to the Seller’s plans. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, the Purchaser shall not be obligated to provide post-retirement medical coverage to any Transferred Employee unless and to the extent post-retirement medical coverage is required by the applicable CBAs to be provided to Transferred Employees (other than Retiree Medical Eligible Employees) covered by the CBAs. No provision of this Section 5.08 is intended to modify, amend or create any employee benefit plan or arrangement of the Seller or the Purchaser or any of their affiliates.

TABLE OF CONTENTS. The OfferState Takeover Laws. The A number of states (including Delaware, where LifeCell is incorporated) have adopted takeover laws and regulations which purport, to varying degrees, to be applicable to attempts to acquire securities of corporations which are incorporated in such states or which have substantial assets, stockholders, principal executive offices or principal places of business therein. To the extent that certain provisions of certain of these state takeover statutes purport to apply to the Offer or the Merger, Purchaser believes that such laws conflict with federal law and constitute an unconstitutional burden on interstate commerce. As a Delaware corporation, LifeCell is subject to Section 203 of the DGCL. In general, Section 203 of the DGCL would prevent an “interested stockholder” (generally defined in Section 203 of the DGCL as a person beneficially owning 15 percent or more of a corporation’s voting stock) from engaging in a “business combination” (as defined in Section 203 of the DGCL) with a Delaware corporation for three years following the time such person became an interested stockholder unless: (i) before such person became an interested stockholder, the board of directors of the corporation approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination; (ii) upon consummation of the transaction which resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced (excluding for purposes of determining the number of shares of outstanding stock held by directors who are also officers and by employee stock plans that do not allow plan participants to determine confidentially whether to tender shares); or (iii) following the transaction in which such person became an interested stockholder, the business combination is (A) approved by the board of directors of the corporation and (B) authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3 percent of the outstanding voting stock of the corporation not owned by the interested stockholder. LifeCell has represented to KCI and Purchaser in the Merger Agreement provides that Purchaser its board of directors has taken all necessary actions such that no restrictions contained in Section 203 of the DGCL will commence apply to KCI, Purchaser, the Offer as promptly as practicable after the date execution and delivery of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions Merger or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as other transactions contemplated by the Merger Agreement, decreases . Purchaser has not attempted to comply with any other state takeover statutes in connection with the Offer Price or the number Merger. Purchaser reserves the right to challenge the validity or applicability of Shares sought in the Offer; • extends any state law allegedly applicable to the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyMerger, the Merger Agreement provides or the transactions contemplated thereby, and nothing in this Offer to Purchase nor any action taken in connection herewith is intended as a waiver of that Purchaser shall extend right. In the event that it is asserted that one or more takeover statutes apply to the Offer or the Merger, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the Offer: • for any period required by any law , the Merger or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside DateMerger Agreement, as it applicable, Purchaser may be extended required to file certain documents with, or receive approvals from, the relevant state authorities, and Purchaser might be unable to accept for payment or purchase Shares tendered pursuant to the Merger Agreement)Offer or be delayed in continuing or consummating the Offer. In such case, in the event that as of Purchaser may not be obligated to accept for purchase, or pay for, any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time Shares tendered. See Section 13—“Conditions of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice.”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. State Takeover Laws. Silicon Image is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three (3) years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Silicon Image Board approved the Merger Agreement and, therefore, Section 203 of the DGCL is inapplicable to the Merger Agreement and the transactions contemplated therein. Silicon Image, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer and the Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in See Section 15 —“Certain Conditions of the Offer.” Subject Litigation Related to the satisfaction Offer and the Merger As of February 6, 2015, purported Silicon Image stockholders separately filed four putative class action lawsuits in the Delaware Court of Chancery against Silicon Image, the members of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser willSilicon Image Board, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve (collectively, the right to waive any Offer Condition“Defendants”), to increase challenging the Offer Price or to make any other changes proposed transactions among Parent, Purchaser, and Silicon Image. The actions are captioned Xxxxxxxx x. Xxxxxxx, et al., C.A. No. 10601-VCG; Xxxxxxxx v. Silicon Image, Inc., et al., C.A. No. 10602-VCG; Xxxxxxxx et al. v. Silicon Image, Inc., et al., C.A. No. 10603-VCG; Xxxxxx x. Silicon Image, Inc., C.A. No. 10609-VCG. Three additional putative class action lawsuits have been filed in the terms and conditions Santa Xxxxx County Superior Court as of February 6, 2015. These actions are captioned Xxxxx v. Silicon Image, Inc., et al., Case No. 1:15-cv-276231; Xxxxxxx x. Xxxxxx, et al., Case No. 1:15-cv-2766238; Tapia v. Silicon Image, Inc., et al., 1:15-cv-276467. Generally, the Offer, except lawsuits allege that the prior written consent of Xxxxxxxxx is required for Parent Defendants breached, and/or aided breaches of, fiduciary duties owed to Silicon Image’s public stockholders by, among other things, engaging in an improper process with respect to the proposed transaction, agreeing to a transaction price that does not adequately compensate stockholders and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change agreeing to preclusive deal protection measures in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement. The various complaints seek, decreases among other things, to enjoin the Offer Price or Defendants from consummating the number Merger, damages, and an award of Shares sought attorneys’ fees and costs. Defendants have answered all four of the Delaware complaints. In addition, plaintiff in the Offer; • extends Xxxxxxxx action served requests for the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition production of the Offer in any manner that is adverse to the holders of Sharesdocuments on Defendants. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), Defendants and plaintiffs in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, Delaware actions also have stipulated to: (i) all a proposed protective order providing for the exchange of the Offer Conditions (other than the Minimum Condition) are satisfied confidential and highly confidential information; and (ii) all comments a proposed order for the consolidation of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved Delaware actions and no rule, regulation or interpretations appointment of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the thenco-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementlead counsel.

TABLE OF CONTENTS. The Offerpurchase of Shares in the Offer may not be completed until after any applicable waiting periods have expired or any relevant approvals have been obtained under the antitrust or competition laws of each of the PRC, Germany, Japan, the Netherlands and South Korea. The Merger Agreement provides requires that Purchaser will commence the Offer each of Parent and Xxxxxxxxx make any filings required under applicable foreign antitrust or competition laws as promptly as practicable after practicable. State Takeover Laws. Xxxxxxxxx is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three years following the date such person became an “interested stockholder” unless, among other things, the “business combination” is approved by the board of directors of such corporation before such person became an “interested stockholder.” As a Delaware corporation, Xxxxxxxxx would be subject to Section 203 of the Merger AgreementDGCL, but Xxxxxxxxx’x Third Restated Certificate of Incorporation provides that Xxxxxxxxx shall not be governed by Section 203 of the DGCL. Xxxxxxxxx, directly or through subsidiaries, conducts business in no event later than December 4a number of states throughout the United States, 2015some of which have enacted takeover laws. The Offer is subject only We do not know whether any of these laws will, by their terms, apply to the satisfaction Offer or the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the Minimum Condition event any person asserts that the takeover laws of any state are applicable to the Offer or the Merger, and satisfaction an appropriate court does not determine that it is inapplicable or waiver of invalid as applied to the other Offer Conditions that are described in Section 15 —“Conditions of or the Merger, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Offer.” Subject to , or be delayed in continuing or consummating the satisfaction of the Minimum Condition Offer and the other Offer Conditions that are described Merger. In such case, we may not be obligated to accept for payment any Shares tendered in the Offer. See Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time.”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.

TABLE OF CONTENTS. The Offerunder the Purchase Agreement, the Assignor will exercise its rights and perform its obligations under the Purchase Agreement to the extent that such rights and obligations have not been assigned hereunder or performed by the Assignee. The Merger Agreement provides that Purchaser Nothing contained in this Section 3 shall impose upon the Assignee any liability for post-delivery adjustments in price, which adjustments it is understood and agreed will commence be the Offer as promptly as practicable after the date sole right and responsibility of the Merger Assignor. Nothing contained herein shall subject the Manufacturer to any liability to which it would not otherwise be subject under the Purchase Agreement or modify in any respect the Manufacturer’s contract rights thereunder or require the Manufacturer to divest itself of title to or possession of the Aircraft therefor until delivery thereof and payment therefor on the delivery date as provided therein. Without in any way releasing the Assignor from any of its duties or obligations under the Purchase Agreement, but in no event later than December 4the Assignee hereby agrees, 2015. The Offer is subject only expressly for the benefit of the Manufacturer, that notwithstanding anything contained herein to the satisfaction contrary, insofar as the provisions of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject Purchase Agreement relate to the satisfaction of Aircraft accepted by Assignee under the Minimum Condition Purchase Agreement, in exercising any rights under the Purchase Agreement, or in making any claim with respect to the Aircraft or other things (including without limitation data, documents and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may services) delivered or to be extended delivered pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer ConditionPurchase Agreement, to increase the Offer Price or to make any other changes in the terms and conditions of the OfferPurchase Agreement, except shall apply to and be binding upon Assignee to the same extent as if Assignee had been the original “Buyer” thereunder. Assignee further agrees, expressly for the benefit of the Manufacturer, that at any time and from time to time upon the prior written consent request of Xxxxxxxxx is required the Manufacturer, Assignee shall promptly and duly execute and deliver any and all such further assurances, instruments and documents and take all such further action as the Manufacturer may reasonably request in order to obtain the full benefits of Assignee’s agreements set forth in this paragraph. The Assignee hereby confirms that it shall be deemed for Parent all purposes to have read and Purchaser to: • waive be familiar with the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in Purchase Agreement and to thoroughly understand the terms or and conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreementthereof.

TABLE OF CONTENTS. The the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer. The Merger Agreement provides that Purchaser will commence , (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as promptly as practicable after the date of expressly provided in the Merger Agreement, but in no event later than December 4terminate, 2015. The Offer is subject only to extend or otherwise amend or modify the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions expiration date of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any (vi) change in the terms or conditions of the Offer that: • changes the form of consideration to be paid payable in the Offer; • except as contemplated by , (vii) otherwise amend, modify or supplement any of the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition terms of the Offer in any manner that is adverse to the holders any holder of Sharescommon stock or (viii) provide any subsequent offering period. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required Any extension, delay, termination or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position amendment of the SEC or its staff or Nasdaq; • for successive Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension periods of up to ten business days each (but will be made no later than the second business day prior to the Outside Date9:00 a.m., as it may be extended pursuant to the Merger Agreement)New York City time, in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then previously scheduled expiration date of Expiration Date. Without limiting the manner 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 Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not 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 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 “Financing Extension NoticeExchange Act”) ), which requires us to promptly pay the 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 accordance with the terms of 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 extend the Offer if and to the extent 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 respect to a change in price or a change in percentage of securities sought, 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 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 Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15—“Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11—“The Merger Agreement.; Other Agreements—Merger Agreement—Termination”. Purchaser has obtained commitments from Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. (which we refer to

TABLE OF CONTENTS. The OfferMerger. The Merger Agreement provides that Purchaser will commence that, following completion of the Offer as promptly as practicable after and subject to the date terms and conditions of the Merger Agreement, but and in no event later than December 4accordance with the DGCL, 2015at the Effective Time, Purchaser will be merged with and into Xxxxxxxxx, and the separate existence of Purchaser will cease, and Xxxxxxxxx will continue as the Surviving Corporation after the Merger. The Merger will be governed by Section 251(h) of the DGCL. Accordingly, Parent, Purchaser and Xxxxxxxxx have agreed to take all necessary action to cause the Merger to become effective as promptly as practicable following consummation of the Offer (the “Offer Closing”) without a meeting of Xxxxxxxxx’x stockholders in accordance with Section 251(h) of the DGCL or, in the event that Section 251(h) is inapplicable to the Merger, in accordance with Section 253 of the DGCL or with a meeting of Xxxxxxxxx’x stockholders. At the Effective Time, the certificate of incorporation and bylaws of Purchaser, as in effect immediately prior to the Effective Time, except for such changes as may be required to change the name of the Surviving Corporation, will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law and the applicable provisions of the certificate of incorporation and bylaws. The obligations of Xxxxxxxxx, Parent and Purchaser to complete the Merger are subject only to the satisfaction or waiver by each of the Minimum Condition and satisfaction or waiver parties of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that following conditions: • Purchaser will, and Parent will cause Purchaser to, accept must have accepted for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except no governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or deemed applicable any law that is in effect as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions immediately prior to the Offer other than Expiration Date or issued or granted any orders, decrees or injunctions that are in effect as of immediately prior to the Offer Conditions; • modifies Expiration Date or as of the Offer Conditions; Effective Time, in each case which has the effect of restraining, enjoining or • amends any other term or condition otherwise prohibiting the consummation of the Offer in any manner that is adverse to or the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: Merger; and • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), solely in the event that as Section 251(h) is not applicable and the stockholders of any scheduled Expiration Date any Offer Condition has not been satisfied or waivedXxxxxxxxx are required under the DGCL to adopt the Merger Agreement in order to consummate the Merger, provided that if, at then the time requisite vote of the scheduled Expiration Date, (i) all stockholders of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) Xxxxxxxxx shall have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) obtained in accordance with the terms DGCL and the certificate of incorporation and bylaws of Xxxxxxxxx. The parties have agreed that this condition is deemed satisfied until such time that Parent, Purchaser or Xxxxxxxxx delivers a notice to the other party that its board of directors has in good faith determined, after consultation with its legal counsel, that the Offer and the Merger cannot be effected pursuant to Section 251(h) of the Merger AgreementDGCL, specifying the reasons therefor.

TABLE OF CONTENTS. The result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding in-the-money options, warrants or securities convertible or exchangeable into Shares, or other in-the-money rights to acquire or be issued Shares. The Merger Agreement provides that Purchaser will commence We refer to this condition as the “Minimum Tender Condition,” which is more fully described in Section 15—“Conditions of the Offer”; and • the waiting period applicable to the purchase of Shares pursuant to the Offer as promptly as practicable after or the date consummation of the Merger Agreementunder the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, but as amended (the “HSR Act”), having expired or been terminated on the Expiration Date. We refer to this condition as the “Regulatory Condition,” which is more fully described in no event later than December 4, 2015. Section 15—“Conditions of the Offer”; The Offer is subject only to certain other conditions as well. A more detailed discussion of the conditions to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described can be found in Section 15 —“Conditions 15—“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly We reserve the right to waive any Offer Condition, some of the conditions to increase the Offer Price without Boulder’s consent. We cannot, however, waive or to make any other changes in change the terms and conditions Minimum Tender Condition without the consent of Boulder. See Section 15—“Conditions of the Offer, except .” Is the Offer subject to any financing condition? No. There is no financing condition to the Offer. Is your financial condition relevant to my decision to tender my Shares pursuant to the Offer and do you have financial resources to make payment? Pinnacle and the Purchaser estimate that the prior written consent total funds required to purchase all issued and outstanding Shares pursuant to the Offer and to complete the Merger pursuant to the Merger Agreement will be approximately $989,000,000, including related transaction fees and expenses and refinancing of Xxxxxxxxx indebtedness. Pinnacle and the Purchaser anticipate funding these payments with cash on hand, availability under Pinnacle’s existing revolving credit facility and from committed debt financing. We do not believe that our financial condition is required for Parent relevant to your decision whether to tender your Shares and Purchaser toaccept the Offer because: • waive cash is the Minimum Condition, only consideration that we are paying to the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions holders of the Offer that: Shares in connection with the Offer; • changes we are offering to purchase all of the form of consideration to be paid outstanding Shares in the Offer; • except as contemplated by if the Offer is consummated, the Purchaser will acquire all remaining Shares for the same per Share cash price in the Merger Agreement, decreases (subject to certain appraisal rights under Section 262 of the Offer Price or DGCL); • there is no financing condition to the number completion of Shares sought in the Offer; and • extends we and Pinnacle have cash on hand, availability under Pinnacle’s existing revolving credit facility and committed debt financing that will be sufficient to finance the Offer and the Merger. See Sections 10—“Source and Amount of Funds” and 12—“The Transaction Agreements—The Merger Agreement.” How long do I have to decide whether to tender my Shares pursuant to the Offer? Unless we extend or terminate the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions you will have until 12:00 midnight, New York City time, on January 7, 2016, to tender your Shares pursuant to the Offer other than Offer. If we extend the Offer Conditions; • modifies Offer, you will have until the Offer Conditions; or • amends any other term or condition expiration of the Offer in any manner that is adverse as so extended to the holders of Shares. The Merger Agreement contains provisions tender your Shares pursuant to govern the circumstances in which Purchaser is required or permitted to extend the Offer. SpecificallyFurthermore, if you cannot deliver everything required to make a valid tender by that time, you may still be able to participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time. See Sections 1—“Terms of the Offer” and 3—“Procedures for Accepting the Offer and Tendering Shares.” Table of Contents Can the Offer be extended and under what circumstances? Yes. We have agreed in the Merger Agreement provides that Purchaser shall so long as the Merger Agreement is not terminated in accordance with its terms: We will (i) extend the Offer: • Offer for any the minimum period required by any law or any rule, regulation, interpretation or position of the SEC or its the staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior thereof applicable to the Outside DateOffer, as it may be extended pursuant (ii) subject to the Merger Agreement), limitation described in the event that immediately following sentence, if, on any date as of which the Offer is scheduled to expire, any scheduled Expiration Date any condition to the Offer Condition has shall not have been satisfied or waived, provided that extend the Offer on one or more occasions in consecutive increments of up to five business days each (or such longer period as we, Pinnacle and Boulder may agree) until such time as each such condition shall have been satisfied or waived and (iii) if, at on any date as of which the time of the Offer is scheduled Expiration Dateto expire, (i) all each condition of the Offer Conditions has been satisfied or waived and the Bank Marketing Period (other than as such term is defined in the Minimum ConditionMerger Agreement and described in Section 12 —“The Transaction Documents—The Merger Agreement—Financing”) are satisfied and (ii) all comments of the SEC has not ended on or its staff applicable prior to the Offer (including documents related to the Offer) have been resolved and no ruleimmediately preceding business day, regulation or interpretations of the SEC or its staff applicable to extend the Offer would require Parent for one or Purchaser more periods of up to extend five business days each (the Offerlength of such period to be determined by Pinnacle) until such time as the Bank Marketing Period shall have ended. However, then Purchaser will only be notwithstanding the above, (1) we are not required to extend the Offer beyond March 23, 2016 or the valid termination of the Merger Agreement in accordance with its terms and its Expiration Date beyond (2) if, at any otherwise scheduled expiration of the then-scheduled Expiration Date Offer, all of the conditions to the Offer except for the Minimum Tender Condition have been satisfied or waived and the Bank Marketing Period has ended, we are required to extend the Offer in consecutive increments of up to two additional periods not to exceed an aggregate of 20 five business days; and • days each for no more than 15 business days in the event that aggregate (or such other period as we, Pinnacle and Boulder may agree). See Section 12—“The Transaction Agreements—The Merger Agreement—The Offer” for more details on our obligations and ability to extend the Chief Operating Officer Offer. How will I be notified if you extend the Offer? If we extend the Offer, we will inform the Depositary of Parent delivers any extension and will issue a written notice to Xxxxxxxxx no press release announcing the extension not later than 8:00 a.m. Eastern Time 9:00 a.m., New York City time, on the next business day after the then day on which the Offer was scheduled to expire. See Section 1—“Terms of the 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 documents required by the Letter of Transmittal or any other customary documents required by the Depositary, to the Depositary prior to the Expiration Date. The Letter of Transmittal is enclosed with this Offer to Purchase. If your Shares are held in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), your Shares can be tendered by your nominee by book-entry transfer through The Depository Trust Company. If you are unable to deliver any required document or instrument to the Depositary by the Expiration Date, you may gain some extra time by having a broker, a bank or other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed Notice of Guaranteed Delivery. For the tender to be valid, however, the Depositary must receive the missing items together with the Shares within three NASDAQ Global Select Market (“NASDAQ”) trading days after the date of execution of the Notice of Guaranteed Delivery. See Section 3—“Procedures for Accepting the Offer and Tendering Shares.” In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of certificates for the Shares (or of a confirmation of a book-entry transfer of the Shares as described in Section 3—“Procedures for Accepting the Offer and Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See Section 2—“Acceptance for Payment and Payment for Shares.” Table of Contents Until what time may I withdraw previously tendered Shares? You may withdraw your previously tendered Shares at any time prior to the expiration date of the Offer (and, unless previously accepted for payment as provided herein, tenders of Shares may also be withdrawn after the “Financing Extension Notice”) date that is 60 days from the date of this Offer to Purchase. See Section 4—“Withdrawal Rights.” How do I withdraw previously tendered Shares? To withdraw previously tendered Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4—“Withdrawal Rights.” Will the consummation of the Offer be followed by a merger if less than all of the Shares are tendered pursuant to the Offer? Yes. If we accept for payment at least such number of Shares as satisfies the Minimum Tender Condition, as defined in Section 15—“Conditions of the Offer,” and the other conditions to the Merger are satisfied or waived, we, Pinnacle and Boulder will cause the merger of us into Boulder to become effective as soon as practicable following the consummation of the Offer in accordance with the terms of the Merger Agreement.Agreement and without a vote by the stockholders of Boulder to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of Boulder pursuant to Delaware law. If the Merger takes place, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares held by Boulder or any of its wholly owned subsidiaries as treasury stock or owned by Pinnacle or any of its subsidiaries, including the Purchaser, all of which will be cancelled and shall cease to exist, and (ii) Shares owned by any stockholder of Boulder who or which is entitled to demand, and who properly demands, appraisal rights pursuant to Section 262 of the DGCL) will be converted into the right to receive $11.00 per Share, net in cash, without interest and less any applicable withholding taxes (or any higher price per Share that is paid to the stockholders of Boulder pursuant to the Offer) and Boulder will become a wholly owned subsidiary of Pinnacle. See the “Introduction” to this Offer to Purchase. If a majority of Shares are tendered and are accepted for payment, will Boulder continue as a public company? No. Following the purchase of Shares tendered, we expect to promptly consummate the Merger in accordance with Section 251(h) of the DGCL, and no stockholder vote to adopt the Merger Agreement or any other action by the stockholders of Boulder will be required in connection with the Merger. If the Merger occurs, Boulder will no longer be publicly owned. We do not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger. If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive as a result of the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Board of Governors’ of the Federal Reserve System, in which case your Shares may no longer be used as collateral for loans made by brokers. If you successfully complete your Offer, what will happen to the Boulder Board? If we accept for payment at least such number of Shares as satisfies the Minimum Tender Condition, as defined in Section 15—“Conditions of the Offer,” and subject to compliance with applicable laws and the applicable rules of NASDAQ, until the Merger is completed the Purchaser will be entitled to elect or designate such number of directors, rounded up to the next whole number, to the Boulder Board as is equal the product of

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence If the Offer is completed, will Nanosphere continue as promptly a public company? No. As soon as practicable after the date following consummation of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject conditions to the satisfaction of the Minimum Condition Merger and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” without a stockholder vote to adopt the Merger Agreement provides that Purchaser willor effect the Merger in accordance with Section 251(h) of the DGCL, we expect to complete the Merger, after which the Surviving Corporation will be a wholly-owned subsidiary of Luminex and Parent the Shares will cause Purchaser tono longer be publicly traded. See Section 7 — “Certain Effects of the Offer and the Merger.” If I decide not to tender, accept for payment all how will the Offer affect my Shares? If you decide not to tender your Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of and the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve occurs as described above, you will have the right to waive any Offer Condition, to increase receive the Offer Price or to make any other changes same amount of cash per Share as if you had tendered your Shares in the terms and conditions of Offer. If we purchase Shares in the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by we are obligated under the Merger Agreement, decreases but subject to the satisfaction or waiver of the conditions therein, to cause the proposed Merger to occur. See Section 7 — “Certain Effects of the Offer Price or 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 sought that, excluding Shares then owned by Nanosphere or any direct or indirect wholly-owned subsidiary of Nanosphere and any Shares tendered in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement)guaranteed delivery procedures, in the event that as equals one Share more than one half of any scheduled Expiration Date any Offer Condition has not been satisfied or waivedall Shares then outstanding, provided that ifthen, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement, 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 Section 251(h) of the DGCL, we will be merged with and into Nanosphere and Nanosphere will be the Surviving Corporation and a wholly-owned subsidiary of Luminex. Pursuant to the Merger Agreement, if the Minimum 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. Under the applicable provisions of the Merger Agreement, the Offer and the DGCL, Nanosphere stockholders (i) will not be 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 their Shares, without interest thereon and subject to any required withholding taxes, as was payable in the Offer (the “Merger Consideration”). See Section 11 — “Purpose of the Offer and Plans for Nanosphere; Merger Agreement and Other Agreements.” What was the market value of my Shares as of a recent date? The Offer Price of $1.70 per Share represents a premium of approximately 118% to the closing price per Share on May 13, 2016 of $0.78, the last trading day prior to the 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 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 the Merger and fulfill certain

TABLE OF CONTENTS. The (b) Neither the Company Board nor any committee thereof shall (i) (A) withdraw or modify in a manner adverse to Parent, Holdings or Merger Sub, or propose publicly to withdraw or modify in a manner adverse to Parent, Holdings or Merger Sub, the approval or recommendation by the Company Board or any such committee of this Agreement, the Offer, the Merger or the other Transactions or (B) approve or recommend, 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. The Merger Agreement provides that Purchaser will commence Notwithstanding the foregoing, if, prior to the Offer Closing Date, the Company Board receives a Superior Company Proposal or there occurs an Intervening Event and, in either case, as promptly as practicable after a result thereof, the date Company Board determines, in good faith, based on the advice of outside counsel, that it is necessary to do so in order to comply with their fiduciary obligations, the Company Board may make an Adverse Recommendation Change and, in the case of a Superior Company Proposal, in connection therewith, approve or recommend such Superior Company 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 case of a Superior Company Proposal, include the material terms and conditions of any such Superior Company Proposal and attach a copy of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction most current draft of the Minimum Condition any written agreement relating thereto and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn (y) in the Offer promptly after case of an Intervening Event, include a description in reasonable detail of such Intervening Event, (ii) the Expiration Date, as it may be extended pursuant 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 the Merger this Agreement proposed by Parent for at least five business days following receipt by Parent of such Notice of Recommendation Change and (the “Acceptance Time”). Parent and Purchaser expressly reserve the right iii) taking into account any changes to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of this Agreement proposed by Parent to the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum ConditionCompany, the Antitrust Law Conditions 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 Governmental Entity Condition; or • make Company Board to comply with their fiduciary obligations. The Company shall keep confidential any change in proposals made by Parent to revise the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger this Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions event of any amendment to this Agreement and to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer extent required to be disclosed in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance filing with the terms of the Merger AgreementSEC.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides Upon timely receipt of a notice indicating that Purchaser will commence the Offer as promptly as practicable after Company wishes an elective distribution to be made available to Holders upon the date of terms described in the Merger Deposit Agreement, but in no event later than December 4the Depositary shall, 2015upon provision of all documentation required under the Deposit Agreement, determine whether such distribution is lawful and reasonably practicable. The Offer is If so, the Depositary shall, subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the OfferDeposit Agreement, except establish an ADS Record Date according to Article (14) hereof and establish procedures to enable the Holder hereof to elect to receive the proposed distribution in cash or in additional ADSs. If a Holder elects to receive the distribution in cash, the dividend shall be distributed as in the case of a distribution in cash. If the Holder hereof elects to receive the distribution in additional ADSs, the distribution shall be distributed as in the case of a distribution in Shares upon the terms described in the Deposit Agreement. If such elective distribution is not lawful or reasonably practicable or if the Depositary did not receive satisfactory documentation set forth in the Deposit Agreement, the Depositary shall, to the extent permitted by law, distribute to Holders, on the basis of the same determination as is made in Germany in respect of the Shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional Shares, in each case, upon the terms described in the Deposit Agreement. Nothing herein shall obligate the Depositary to make available to the Holder hereof a method to receive the elective distribution in Shares (rather than ADSs). There can be no assurance that the prior written consent of Xxxxxxxxx is required for Parent Holder hereof will be given the opportunity to receive elective distributions on the same terms and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. Upon receipt by the Depositary of a notice indicating that the Company wishes rights to subscribe for additional Shares to be made available to Holders of ADSs, the Company shall determine whether it is lawful and reasonably practicable to make such rights available to the Holders. The Merger Agreement contains provisions Depositary shall make such rights available to govern any Holders only if the circumstances Company shall have timely requested that such rights be made available to Holders and upon the provision to the Depositary if the Depositary so requests of opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which Purchaser is required rights would be distributed, in each case satisfactorily to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or permitted to extend the Offer. Specificallydo not require registration under, the Merger Agreement provides that Purchaser shall extend provisions of the Offer: • for any period required by any law Securities Act or any ruleother applicable laws, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer Depositary shall have received the documentation required by the Deposit Agreement, and the Depositary shall have determined that such distribution of Parent delivers rights is lawful and reasonably practicable. If such conditions are not satisfied, the Depositary shall sell the rights as described below. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of the applicable fees and charges of, and expenses incurred by, the Depositary and taxes). Nothing herein or in the Deposit Agreement shall obligate the Depositary to make available to the Holders a written notice method to Xxxxxxxxx exercise such rights to subscribe for Shares (rather than ADSs). If (i) the Company does not timely request the Depositary to make the rights available to Holders or if the Company requests that the rights not be made available to Holders, (ii) the Depositary fails to receive the documentation required by the Deposit Agreement or determines it is not lawful or reasonably practicable to make the rights available to Holders, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity or otherwise, at such place and upon such terms (including public and private sale) as it may deem proper. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable fees and charges of, and expenses incurred by, the Depositary and taxes) upon the terms hereof and in the Deposit Agreement. If the Depositary is unable to make any rights available to Holders or to arrange for the sale of the rights upon the terms described above, the Depositary shall allow such rights to lapse. The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or feasible to make such rights available to Holders in general or any Holders in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Holders on behalf of the Company in connection with the rights distribution. Notwithstanding anything herein to the contrary, if registration (under the Securities Act or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Holders and to sell the securities represented by such rights, the Table of Contents Depositary will not distribute such rights to the Holders (i) unless and until a registration statement under the Securities Act covering such offering is in effect or (ii) unless the Company furnishes to the Depositary opinion(s) of counsel for the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactorily to the Depositary, to the effect that the offering and sale of such securities to Holders and Beneficial Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Holders shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes or charges. There can be no later than 8:00 a.m. Eastern Time assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise rights on the next business day after same terms and conditions as the then scheduled expiration date holders of Shares or to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Shares or other securities to be acquired upon the exercise of such rights. Upon receipt of a notice regarding property other than cash, Shares or rights to purchase additional Shares, to be made to Holders of ADSs, the Depositary shall determine, upon consultation with the Company, whether such distribution to Holders is lawful and reasonably practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received the documentation required by the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. Upon satisfaction of such conditions, the Depositary shall distribute the property so received to the Holders of record as of the Offer ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the “Financing Extension Notice”applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes withheld. The Depositary may dispose of all or a portion of the property so distributed and deposited, in accordance with such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution. If the conditions above are not satisfied, the Depositary shall sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the proceeds of such sale received by the Depositary (net of (a) applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to the Holders upon the terms hereof and of the Merger Deposit Agreement. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances.

TABLE OF CONTENTS. The OfferDelisting. The Merger Agreement provides that Purchaser will commence Shares are currently listed on Nasdaq. Immediately following the Offer Effective Time (which is expected to occur as promptly as practicable after following the date acquisition of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in Section 15 —“Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of Offer), the Shares will likely no longer meet the requirements for continued listing on Nasdaq because the only stockholder will be Parent (subject to any stockholders properly exercising appraisal rights under Delaware law). Immediately following the Effective Time, we intend to cause HeartWare to delist the Shares from Nasdaq. While we intend to consummate the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions as soon as practicable following consummation of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of if the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by is consummated but the Merger Agreementdoes not occur, decreases the Offer Price or depending upon the number of Shares sought in the Offer; • extends purchased pursuant to the Offer, other than in the Shares may no longer meet the standards for continued listing on the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market. If, as a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition result of the Offer in any manner that is adverse to the holders pursuant of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended shares pursuant to the Merger Agreement)Offer, in the event that as of Shares no longer meet the criteria for continued listing on any scheduled Expiration Date such Nasdaq market, the market for the Shares could be adversely affected. According to Nasdaq’s published guidelines, the Shares would not meet the criteria for continued listing on any Offer Condition has not been satisfied or waived, provided that such Nasdaq market if, at the time of the scheduled Expiration Dateamong other things, (i) all the number of the Offer Conditions (other publicly held Shares were less than the Minimum Condition) are satisfied and 500,000, (ii) all comments the aggregate market value of the SEC publicly held Shares were less than $1,000,000 or its staff applicable (iii) there were fewer than 300 stockholders. If Nasdaq were to delist the Offer (including documents related to Shares, it is possible that the Offer) have been resolved Shares would trade on another securities exchange or in the over-the-counter market and no rule, regulation that price quotations for the Shares would be reported by such exchange or interpretations other sources. The extent of the SEC or its staff applicable to public market for the Offer would require Parent or Purchaser to extend Shares and availability of such quotations would, however, depend upon such factors as the Offernumber of holders and/or the aggregate market value of the publicly held Shares at such time, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • interest in maintaining a market in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time Shares on the next business day after part of securities firms, the then scheduled expiration date possible termination of registration of the Offer (Shares under the “Financing Extension Notice”) in accordance with the terms of the Merger AgreementExchange Act and other factors.

TABLE OF CONTENTS. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date Majority Lenders of the Merger AgreementClass having Committed Loan Exposure determine (a) deposits in Dollars or the applicable Offshore Currency are not being offered to banks in the applicable offshore market for the applicable amount and Interest Period of the requested Offshore Rate Loan, but in no event later than December 4(b) that for any reason adequate and reasonable means do not exist for ascertaining the Offshore Rate for such Interest Period, 2015. The Offer is subject only or (c) by the first day of such Interest Period, the Majority Lenders of the Class having Committed Loan Exposure notify the Agent that the Offshore Rate for such Interest Period will not adequately reflect the cost to the Majority Lenders of the Class having Committed Loan Exposure of making such Offshore Rate Loans or funding or maintaining their respective Offshore Rate Loans for such Interest Period, the Agent shall forthwith so notify the Company and the Lenders, whereupon the obligations of the Majority Lenders of the Class having Committed Loan Exposure to make or Continue Loans as Offshore Rate Loans or to Convert Reference Rate Loans into Offshore Rate Loans shall be suspended until the Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist and any then outstanding Loans (other than Term Loans) consisting of Offshore Rate Loans shall at the end of the then current Interest Period for such Loans be Converted into Reference Rate Loans; provided, that upon the request of the Majority Lenders of the Class having Committed Loan Exposure, the Company shall repay all or any part of any outstanding Offshore Currency Loans (as so requested) with the proceeds of new Reference Rate Loans in the Equivalent Amount of the Offshore Currency Loans to be repaid, and the Company shall be deemed to have requested such Reference Rate Loans, which shall be made by the Lenders that had such Offshore Currency Loans without satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described conditions precedent set forth in Section 15 —“Conditions of the Offer7.03.” Subject to the satisfaction of the Minimum Condition and the other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares validly tendered and not withdrawn in the Offer promptly after the Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement (the “Acceptance Time”). Parent and Purchaser expressly reserve the right to waive any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that the prior written consent of Xxxxxxxxx is required for Parent and Purchaser to: • waive the Minimum Condition, the Antitrust Law Conditions or the Governmental Entity Condition; or • make any change in the terms or conditions of the Offer that: • changes the form of consideration to be paid in the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement), in the event that as of any scheduled Expiration Date any Offer Condition has not been satisfied or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions (other than the Minimum Condition) are satisfied and (ii) all comments of the SEC or its staff applicable to the Offer (including documents related to the Offer) have been resolved and no rule, regulation or interpretations of the SEC or its staff applicable to the Offer would require Parent or Purchaser to extend the Offer, then Purchaser will only be required to extend the Offer and its Expiration Date beyond the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx no later than 8:00 a.m. Eastern Time on the next business day after the then scheduled expiration date of the Offer (the “Financing Extension Notice”) in accordance with the terms of the Merger Agreement.

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. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable after the date of the Merger Agreement, but in no event later than December 4, 2015. The Offer is subject only to the satisfaction of the Minimum Condition and satisfaction or waiver of the other Offer Conditions that are described in —Section 15 1—“Conditions Terms of the Offer.” Subject ”. What are the most significant conditions to the satisfaction Offer? The consummation of the Minimum Condition and the Offer is conditioned upon, among other Offer Conditions that are described in Section 15 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment all Shares things: • there being validly tendered and not withdrawn in before the expiration of the Offer promptly after a number of Shares which, together with the Expiration DateShares then owned by the Purchaser and its subsidiaries, as it may be extended represents at least a majority of all then outstanding Shares on a fully diluted basis (the “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 Merger Agreement purchase of Shares pursuant to the Offer shall have expired or been terminated or obtained, as applicable, as described herein (the “Acceptance TimeRegulatory Condition”). Parent and ; • the Purchaser expressly reserve the right to waive any Offer Conditionbeing satisfied, to increase the Offer Price or to make any other changes in the terms and conditions its sole discretion, that nominees of BGC will constitute at least two-thirds of the Offer, except that members of the prior written consent board of Xxxxxxxxx is required for Parent directors of GFI and Purchaser to: • waive all of the Minimum Condition, members of the Antitrust Law Conditions or controlling body of each subsidiary of GFI immediately after the Governmental Entity Condition; or • make any change in the terms or conditions consummation of the Offer that: (the “Board Condition”); and • changes the form of consideration to be paid in Purchaser being provided adequate information from GFI so that the Offer; • except as contemplated by the Merger Agreement, decreases the Offer Price or the number of Shares sought in the Offer; • extends the Offer, other than in a manner contemplated by the Merger Agreement; • imposes conditions to the Offer other than the Offer Conditions; • modifies the Offer Conditions; or • amends any other term or condition of the Offer in any manner that is adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that Purchaser shall extend the Offer: • for any period required by any law or any rule, regulation, interpretation or position of the SEC or its staff or Nasdaq; • for successive extension periods of up to ten business days each (but no later than the second business day prior to the Outside Date, as it may be extended pursuant to the Merger Agreement)satisfied, in the event its sole discretion, that as of GFI is not a party to any scheduled Expiration Date any Offer Condition has not been satisfied agreement or waived, provided that if, at the time of the scheduled Expiration Date, (i) all of the Offer Conditions transaction (other than the Minimum ConditionCME Transaction) are satisfied and (ii) all comments having the effect of impairing, in the reasonable judgment of the SEC Purchaser, the Purchaser’s or its staff applicable 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 (including documents related is also subject to certain other conditions contained in this Offer to Purchase. See “The Offer—Section 14—Conditions of the Offer” for a list of additional conditions to the Offer) have been resolved and no rule, regulation or interpretations . The consummation of the SEC Offer is not conditioned on (1) BGC or its staff applicable the Purchaser 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 would require Parent to Purchase to be satisfied, we may determine to nominate, and solicit proxies for the election of a slate of nominees (each, a Nominee and collectively, the “Nominees”) for election at GFI’s 2015 annual stockholders meeting (any such solicitation, a “Proxy Solicitation”). Neither this Offer to Purchase nor the Offer constitutes a solicitation of proxies in connection with any Proxy Solicitation or Purchaser otherwise. If we decide to nominate, and 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, then Purchaser we will only be required to extend inform American Stock Transfer & Trust Company, LLC, the Offer Depositary for the Offer, of that fact and its Expiration Date beyond will make a public announcement of the then-scheduled Expiration Date for up to two additional periods not to exceed an aggregate of 20 business days; and • in the event that the Chief Operating Officer of Parent delivers a written notice to Xxxxxxxxx extension no later than 8:00 a.m. Eastern Time 9:00 a.m., New York City time, on the next business day after the then date the Offer was scheduled expiration date to expire. See “The Offer—Section 1—Terms of the 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 tender such Shares pursuant to the procedure for book-entry transfer set forth in “The Offer—Section 3—Procedure for Tendering Shares Book-Entry Transfer”, not later than the time the Offer expires. If your Shares are held in street name by your broker, dealer, bank, trust company or other 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 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 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 the depositary within three New York Stock Exchange (“Financing Extension NoticeNYSE”) in accordance with trading days. However, the terms of Depositary must receive the Merger Agreementmissing 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, withdraw Shares tendered during a subsequent offering period, if one is provided. See “The Offer—Section 4—Withdrawal Rights”.