Common use of The Merger Agreement Clause in Contracts

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. The following description of the Merger Agreement and the transactions contemplated thereby is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as an exhibit to the Schedule TO and is incorporated herein by reference. For a further understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Boulder, Pinnacle or the Purchaser, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. None of the stockholders of Boulder or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Pinnacle, the Purchaser, Boulder or any of their respective subsidiaries or affiliates. Capitalized terms used in this Section 12—“The Transaction Agreements” and not otherwise defined have the respective meanings assigned thereto in the Merger Agreement.

The Merger Agreement. The following is a summary of certain the material provisions of the Merger Agreement. The following description of the Merger Agreement and all other provisions of the transactions contemplated thereby is subject to, and Merger Agreement discussed herein are qualified in its their entirety by, the full text of by reference to the Merger Agreement, a copy of which is attached filed as an exhibit Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. For a further complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 8 – “Certain Information Concerning Parent, Purchaser and Certain Related Persons.” Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement. The summary description has been attached included in this Offer to Purchase to provide investors you with information regarding its terms. It the terms of the Merger Agreement and is not intended to provide modify or supplement any other rights or obligations of the parties under the Merger Agreement or any factual information about BoulderParent, Pinnacle Purchaser or the Purchaser, their respective businesses, Company or the actual conduct transactions contemplated in the Merger Agreement contained in public reports filed by Parent or the Company Table of their respective businesses during Contents with the period prior SEC. Such information can be found elsewhere in this Offer to Purchase. The Merger Agreement has been filed as an exhibit to the consummation Current Report on Form 8-K filed by the Company with the SEC on January 22, 2018. The Merger Agreement and the summary of its terms contained in the MergerCurrent Report on Form 8-K filed by the Company with the SEC on January 22, 2018, are incorporated herein by reference as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations representations, warranties and warranties that are covenants, which were made only for the product purposes of negotiations among the parties thereto such agreement and that the parties as of specific dates, were made to, and solely for the benefit ofof the parties to the Merger Agreement (and, each other in the case of certain covenants relating to indemnification of directors and officers, for the benefit of directors and officers of the Company designated as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties third-party beneficiaries), and are also intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures in important part by confidential disclosure schedules delivered by the Company to Parent and Purchaser in connection with the signing of the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to apply standards of materiality applicable to in a way that is different from what may be viewed as material by stockholders of, or other investors in, the contracting parties that differ from those applicable to investorsCompany. None The holders of the stockholders of Boulder or any Shares and other third parties investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Pinnaclethe Company, the PurchaserParent, Boulder Purchaser or any of their respective subsidiaries or affiliates. Capitalized terms used Accordingly, the representations and warranties contained in the Merger Agreement and summarized in this Section 12—“The Transaction Agreements” 11 should not be relied on by any persons as characterizations of the actual state of facts and not otherwise defined have circumstances of the respective meanings assigned thereto Company at the time they were made and the information in the Merger Agreement should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement., which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Offer, the Merger, the Company, Parent, Purchaser, their respective affiliates and their respective businesses that are contained in, or incorporated by reference into, the Tender Offer Statement on Schedule TO and related exhibits, including this Offer to Purchase, and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on February 7, 2018, as well as in the Company’s other public filings. The Offer

The Merger Agreement. The following is a summary of certain the material provisions of the Merger Agreement. The following description of the Merger Agreement and all other provisions of the transactions contemplated thereby is subject to, and Merger Agreement discussed herein are qualified in its their entirety by, the full text of by reference to the Merger Agreement, a copy of which is attached filed as an exhibit Exhibit (d)(1) to the Schedule TO and is incorporated herein by reference. For a further complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 7 — “Certain Information Concerning the Company.” Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement. The summary description has been attached included in this Offer to Purchase to provide investors you with information regarding its terms. It the terms of the Merger Agreement and is not intended to provide modify or supplement any other rights or obligations of the parties under the Merger Agreement or any factual information about BoulderParent, Pinnacle Purchaser or the Purchaser, their respective businesses, Company or the actual conduct of their respective businesses during transactions contemplated in the period prior Merger Agreement contained in public reports filed by Parent or the Company with the SEC. Such information can be found elsewhere in this Offer to Purchase. The Merger Agreement has been filed as an exhibit to the consummation Current Report on Form 8-K filed by the Company with the SEC on December 9, 2019. The Merger Agreement and the summary of its terms contained in the MergerCurrent Report on Form 8-K filed by the Company with the SEC on December 9, 2019, are incorporated herein by reference as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations representations, warranties and warranties that are covenants, which were made only for the product purposes of negotiations among the parties thereto such agreement and that the parties as of specific dates, were made to, and solely for the benefit ofof the parties to the Merger Agreement (and, each other in the case of certain covenants relating to indemnification of directors and officers, for the benefit of directors and officers of the Company designated as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties third-party beneficiaries), and are also intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures in important part by confidential disclosure schedules delivered by the Company to Parent and Purchaser in connection with the signing of the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to apply standards of materiality applicable to in a way that is different from what may be viewed as material by stockholders of, or other investors in, the contracting parties that differ from those applicable to investorsCompany. None The holders of the stockholders of Boulder or any Shares and other third parties investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Pinnaclethe Company, the PurchaserParent, Boulder Purchaser or any of their respective subsidiaries or affiliates. Capitalized terms used Accordingly, the representations and warranties contained in the Merger Agreement and summarized in this Section 12—“The Transaction Agreements” 11 should not be relied on by any persons as characterizations of the actual state of facts and not otherwise defined have circumstances of the respective meanings assigned thereto Company at the time they were made and the information in the Merger Agreement should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Offer, the Merger, the Company, Parent, Purchaser, their respective affiliates and their respective businesses that are contained in, or incorporated by reference into, the Tender Offer Statement on Schedule TO and related exhibits, including this Offer to Purchase, and the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on December 23, 2019, as well as in the Company’s other public filings.

The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. The following description This summary of the Merger Agreement has been included to provide stockholders with information about its terms. It is not intended to provide any other factual disclosures about Purchaser, Parent, Carbon Black or their respective affiliates, and it is not intended to modify or supplement any rights or obligations of the parties under the Merger Agreement or any factual disclosures about Carbon Black or the transactions contemplated thereby by the Merger Agreement contained in public reports filed by Carbon Black with the SEC. This summary does not purport to be complete and is subject to, and qualified in its entirety by, by reference to the full text of the Merger Agreement, a copy of which is attached filed as an exhibit Exhibit (d)(1) to the Schedule TO and TO, which is incorporated herein by reference. For a further understanding Copies of the Merger AgreementAgreement and the Schedule TO, you are encouraged and any other filings we make with the SEC with respect to the Offer or the Merger, may be obtained in the manner set forth in Section 8 “Certain Information Concerning Purchaser and Parent.” Stockholders and other interested parties should read the full text Merger Agreement for a more complete description of the provisions summarized below. Capitalized terms used in this section and not otherwise defined have the respective meanings set forth in the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Boulder, Pinnacle or assertions embodied in the Purchaser, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The Merger Agreement contains representations and warranties that contained in the Merger Agreement are qualified by information included in a confidential disclosure letter delivered by Carbon Black to Purchaser and Parent in connection with signing the product of negotiations among Merger Agreement (the parties thereto and that the parties made to“Disclosure Letter”). Moreover, and solely for the benefit of, each other as of specified dates. The assertions embodied in those certain representations and warranties are in the Merger Agreement were made as of a specified date, may be subject to qualifications and limitations agreed a contractual standard of materiality different from what might be viewed as material to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Merger Agreement. The representations and warranties stockholders, or may have been made used for the purpose of allocating contractual risk between the parties to the agreements instead Merger Agreement. Accordingly, the Table of establishing these matters as facts, Contents representations and may warranties contained in the Merger Agreement and summarized in this Section 11 should not be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. None of the stockholders of Boulder or relied on by any other third parties should rely on the representations, warranties and covenants or any descriptions thereof persons as characterizations of the actual state of facts or conditions and circumstances of Pinnacle, Carbon Black at the Purchaser, Boulder or any of their respective subsidiaries or affiliates. Capitalized terms used in this Section 12—“The Transaction Agreements” time they were made and not otherwise defined have the respective meanings assigned thereto information in the Merger Agreement should be considered in conjunction with the entirety of the factual disclosure about Carbon Black in its public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Carbon Black’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Offer, the Merger, Carbon Black, Purchaser, Parent, their respective affiliates and their respective businesses that is contained or incorporated by reference in the Schedule TO and related exhibits, including this Offer to Purchase, and the Schedule 14D-9 filed by Carbon Black with the SEC on September 6, 2019, as well as in Carbon Black’s other public filings. The Offer The Merger Agreement provides that Purchaser will commence the Offer on or before September 6, 2019, and that, subject to the satisfaction or waiver of the Minimum Condition and the other conditions that are described in Section 15—“Conditions of the Offer,” Purchaser will, and Parent will cause Purchaser to, irrevocably accept for payment all Shares validly tendered and not properly withdrawn at or as promptly as practicable following the Expiration Time of the Offer, and pay for all such Shares at or promptly (and in any event within three business days) following such Acceptance Time. The initial Expiration Time of the Offer will be midnight, New York City time, at the end of the day on Thursday, October 3, 2019.

The Merger Agreement. The following is a summary of certain the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary and the transactions contemplated thereby is subject to, and qualified in its entirety by, the full text of by reference to the Merger Agreement, a copy of which is attached filed as an exhibit to Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. For a further complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide you with any other factual information about BoulderOracle, Pinnacle Parent, Purchaser or the Purchaser, their respective businesses, or the actual conduct Cerner. Such information can be found elsewhere in this Offer to Purchase. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of their respective businesses during the period prior to the consummation of the Mergerits terms. The Merger Agreement contains representations representations, warranties and warranties that are covenants, which were made only for the product purposes of negotiations among the parties thereto such agreement and that the parties as of specific dates and were made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead Merger Agreement (and, in the case of establishing these matters certain covenants relating to indemnification of directors and officers, for the benefit of directors and officers of Cerner designated as factsthird-party beneficiaries), are intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may be subject to apply standards of materiality applicable to in a way that is different from what may be viewed as material by stockholders of, or other investors in, Cerner. The holders of Shares and other investors are not third-party beneficiaries under the contracting parties that differ from those applicable to investors. None of the stockholders of Boulder or any other third parties Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of PinnacleCerner, the PurchaserOracle, Boulder Parent, Purchaser or any of their respective subsidiaries or affiliates. Capitalized terms used in this Section 12—“The Transaction Agreements” and not otherwise Subsidiaries (as defined have the respective meanings assigned thereto in the Merger Agreement) or Affiliates (as defined in the Merger Agreement).