Common use of Merger Agreement Clause in Contracts

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any factual information about Oracle, Parent, Purchaser or the Company. 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 its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, 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 third-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 apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. The holders of Shares and other investors are not third-party beneficiaries under the 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 the Company, Oracle, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Offer

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of Agreement itself which is has been filed as Exhibit (d)(1) of to the Schedule TO and is incorporated herein by reference. For a complete understanding Copies of the Merger AgreementAgreement and the Schedule TO, you are encouraged and any other filings that Lilly or Purchaser makes with the SEC with respect to the Offer, may be obtained in the manner set forth in Section 8 — “Certain Information Concerning Lilly and Purchaser.” 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 11 and not otherwise defined in this Offer to Purchase have the respective meanings set forth in the Merger Agreement. The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to provide you with modify or supplement any factual information disclosures about Oracle, ParentLilly, Purchaser or the Company. Such information can be found elsewhere in this Offer to PurchasePOINT. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement and as of specific datesagreement, were made solely for the benefit of Lilly, Purchaser and POINT and may be subject to qualifications and limitations agreed upon by Lilly, Purchaser and POINT. In particular, in reviewing the parties to representations, warranties and covenants contained in the Merger Agreement (andand any description thereof contained or incorporated by reference herein, it is important to bear 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 third-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, mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between Lilly, Purchaser and POINT, rather than establishing matters as facts. Such representations, warranties and covenants may have been also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases, are qualified by certain disclosures not reflected in the text confidential disclosure letter delivered by POINT to Lilly and Purchaser concurrently with the execution of the Merger Agreement and may apply standards (the “Disclosure Letter”). Neither the inclusion of materiality the Merger Agreement nor the summary of the Merger Agreement is intended to modify or supplement any factual disclosures about POINT, Lilly or Purchaser in a way that is different from what may be viewed as material by stockholders of, or other investors in, POINT’s public reports filed with the CompanySEC. The holders of Shares and other investors Investors are not third-party beneficiaries under the Merger Agreement (except that, after the Effective Time, any one or more of the holders of Shares, Cash-Out Stock Options and Exercisable Pre-Close Stock Options may enforce the provisions in the Merger Agreement relating to their right to receive the consideration in the Merger applicable to such holder(s), and certain provisions pertaining to limitations of liability if the Termination Fee (as defined below) is paid to Xxxxx are intended to benefit and will be enforceable by the stockholders of POINT). Accordingly, investors and stockholders should not rely on the such representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the Companydate of this Offer to Purchase, Oraclemay have changed since October 2, Parent2023, which subsequent information may or may not be fully reflected in Lilly, Purchaser or any of their respective subsidiaries or affiliatesand POINT’s public disclosures. The Offer. Provided that the Merger Agreement has not been validly terminated, Purchaser will commence the Offer as promptly as practicable, and in no event later than October 17, 2023. Purchaser’s obligation to, and Xxxxx’x obligation to cause Purchaser to, irrevocably accept for payment and pay for Shares validly tendered and not properly withdrawn in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description Agreement and all other provisions of the Merger Agreement is only a summary and is discussed herein are qualified in its entirety by reference to the Merger AgreementAgreement itself, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. For We have filed a complete understanding copy of the Merger Agreement, you are encouraged Agreement as Exhibit (d)(1) to the Schedule TO. The Merger Agreement may be examined and copies may be obtained at the places and in the manner set forth in Section 9—“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 Table of Contents summarized below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Merger Agreement. The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Offer and the Merger. It is not intended to provide you with any other factual information about Oracle, Parent, Purchaser or the Company. Such information can be found elsewhere in this Offer to PurchaseXxxx. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement and as of specific datesagreement, were made (except as expressly set forth therein) solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement (andand any description thereof contained or incorporated by reference herein, it is important to bear 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 third-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, mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk among the parties, rather than establishing matters as facts. Such representations, warranties and covenants may have been also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by certain disclosures set forth in a confidential disclosure letter that was provided by Xxxx to Parent and Purchaser but is not reflected in filed with the text SEC as part of the Merger Agreement Agreement. Investors and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. The holders of Shares and other investors are not third-party beneficiaries under the Merger Agreement Agreement, except with respect to their right to receive the Offer Price following the Offer Acceptance Time or to receive the Merger Consideration (as defined below). Accordingly, investors and stockholders should not rely on the such representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. The Offer. The Merger Agreement provides that Purchaser will commence the Offer no later than September 13, 2017. Purchaser’s obligation to accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described in Section 13—“Conditions of the Offer.” Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described in Section 13—“Conditions of the Offer,” the Merger Agreement provides that Purchaser shall, and Parent shall cause Purchaser to, immediately after the applicable Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement, irrevocably accept for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer and, as soon as reasonably practicable, and no more than one business day after the Acceptance Time, pay for such Shares. The Offer will expire at 11:59 p.m., Eastern Time, on October 12, 2018, unless we extend the Offer pursuant to the terms of the Merger Agreement. Purchaser expressly reserves the right to waive (to the extent permitted under applicable legal requirements) any Offer Condition, to increase the amount of cash constituting the Offer Price, to make any other changes in the terms and conditions of the CompanyOffer that are not inconsistent with the terms of the Merger Agreement and to terminate the Offer if the conditions to the Offer are not satisfied and the Merger Agreement is terminated, Oracleexcept that Xxxx’x prior written approval is required for Parent or Purchaser to: • reduce the number of Shares subject to the Offer; • reduce the Offer Price (except as provided in the Merger Agreement); • change, Parentmodify or waive the Minimum Tender Condition; • impose any condition to the Offer in addition to the conditions set forth in Section 13—“Conditions of the Offer;” • extend or otherwise change the expiration date of the Offer (except as provided in the Merger Agreement); • change the form of consideration payable in the Offer; or Table of Contents • otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to Xxxx or the holders of Shares. In addition, Purchaser and Parent may not waive the HSR Condition, the Governmental Impediment Condition or any the Termination Condition without the consent of their respective subsidiaries or affiliatesXxxx. The Merger Agreement contains provisions to govern the circumstances under which Purchaser is required to, and Parent is required to cause Purchaser to, extend the Offer. Specifically, the Merger Agreement provides that: • if, as of the then scheduled Expiration Date, any Offer Condition has not been satisfied or waived, to the extent waivable, Purchaser has agreed to (and Parent has agreed to cause Purchaser to) extend the Offer for additional periods of up to ten (10) business days per extension (or longer if agreed), to permit such Offer Condition to be satisfied; and • Purchaser has agreed to (and Parent has agreed to cause Purchaser to) extend the Offer for the minimum period required by any law, interpretation or position of the SEC or its staff applicable to the Offer. However, Purchaser is not required to extend the Offer beyond the earlier to occur of the valid termination of the Merger Agreement in accordance with its terms and the Outside Date. Purchaser has agreed that it will (and Parent will cause Purchaser to) promptly, irrevocably and unconditionally terminate the Offer upon any termination of the Merger Agreement, and Purchaser will promptly return, and will cause any depository acting on behalf of Purchaser to return, all tendered Shares to the registered holders thereof. The Merger. The Merger Agreement provides that, following completion of the Offer and subject to the terms and conditions of the Merger Agreement, and in accordance with the MGCL, at the Effective Time, Purchaser will be merged with and into Xxxx, the separate existence of Purchaser will cease, and Xxxx will continue as the Surviving Corporation in the Merger. The Merger will be effected under Section 3-106.1 of the MGCL which provides that stockholder approval of a merger is not required if certain requirements are met, including that (i) the acquiring company consummates a tender offer for any and all of the outstanding stock of the company to be acquired that, absent Section 3-106.1 of the MGCL, would be entitled to vote on the merger, (ii) following the consummation of such tender offer, the acquiring company owns at least such percentage of the stock of the company to be acquired that, absent Section 3-106.1 of the MGCL, would be required to approve the merger and (iii) notice that satisfies requirements of Section 3-106.1(e)(1) of the MGCL has been given to all Xxxx stockholder’s at least 30 days prior to the merger. A Notice of the Merger pursuant to Section 3-106(e)(1) is being mailed on September 13, 2018 to Xxxx stockholders of record as of such date, thereby constituting the notice of merger referred to in this paragraph. Subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Purchaser, Parent and Xxxx are required to effect the Merger pursuant to Section 3-106.1 of the MGCL as promptly as possible (and in no event later than 9:00 a.m. Eastern Time on the first business day following the date on which Shares are first accepted for purchase under the Offer). As of the Effective Time, the articles of incorporation of Xxxx will be amended and restated to conform to the articles of incorporation of Purchaser in effect immediately before the Effective Time (other than the use of the name of Xxxx rather than the name of Purchaser) and, as so amended and restated, will be the articles of incorporation of the Surviving Corporation. As of the Effective Time, the bylaws of Xxxx will be amended and restated to conform to the bylaws of Purchaser in effect immediately before the Effective Time (other than the use of the name of Xxxx rather than the name of Purchaser) and, as so amended and restated, will be the bylaws of the Surviving Corporation. Table of Contents The obligations of Xxxx, Parent and Purchaser to complete the Merger are subject to the satisfaction or waiver by each of the parties of the following conditions: • Purchaser will have previously irrevocably accepted for purchase and payment all Shares validly tendered and not validly withdrawn pursuant to the Offer; • no governmental body of competent jurisdiction will have (i) enacted, issued, promulgated, enforced or entered any law, common law, statute, ordinance, code, regulation, rule or other requirement or (ii) issued any order, decision, judgment, writ, injunction, decree, award or other determination, in each case, that is in effect and enjoins or otherwise prohibits the consummation of the Merger; and • notice that satisfies requirements of Section 3-106.1(e)(1) of the MGCL will have been given to all Xxxx stockholder’s at least 30 days prior to the Merger.

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of to the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any other factual information about Oracle, Parent, Purchaser or the CompanySteinway. 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 its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, 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 third-party beneficiaries), are intended Table of Contents 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 apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, holders of Shares or other investors in, the Companyin Steinway. The holders of Shares and other investors are not third-party beneficiaries under the 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 the Company, OracleSteinway, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as reasonably practicable, but in no event later than July 15, 2013. The obligation of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for Shares validly tendered in the Offer is subject to the conditions described in Section 15 — “Certain Conditions of the Offer” (the “Offer Conditions”). Subject to the satisfaction of the Minimum Tender Condition (as defined in Section 15 — “Certain Conditions of the Offer”) and the other conditions that are described in Section 15 — “Certain Conditions of the Offer,” Purchaser will, and Parent will cause Purchaser to, accept for payment and pay for (subject to any applicable withholding taxes pursuant to the Merger Agreement) all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the expiration of the Offer (as it may be extended and re-extended as described below and in compliance with applicable laws) and in any event in compliance with Rule 14e-1(c) under the Exchange Act. The time of such acceptance for payment of Shares is referred to herein as the “Acceptance Time.” Pursuant to the Merger Agreement, Purchaser expressly reserved the right to waive any Offer Conditions or modify the terms of the Offer, except that Steinway’s prior written approval is required for Purchaser to: • reduce the number of Shares subject to the Offer; • reduce the Offer Price; • amend, modify or waive the Minimum Tender Condition; • add to the Offer Conditions or amend, modify or supplement any Offer Conditions in any manner adverse to the holders of Shares; • terminate, extend or otherwise amend or modify the expiration date of the Offer, other than in accordance with the Merger Agreement; • change the form of consideration payable in the Offer; • otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of the Shares; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act. The Offer is initially scheduled to expire at 11:59 p.m., New York City time on August 21, 2013 (sometimes referred to herein as the “initial Expiration Date”), but may be extended and re-extended as described below. The Merger Agreement provides that if at the initial or at any subsequent Expiration Date of the Offer any Offer Condition (other than the Minimum Tender Condition) is not satisfied or, to the extent waivable in accordance with the terms of the Merger Agreement, has not been waived by Purchaser or Parent, Purchaser will, and Parent will cause Purchaser to, (i) extend the Offer for one or more periods in consecutive increments of up to five business days (or such longer period as the parties to the Merger Agreement may agree) and (ii) extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; provided, however, that Purchaser is not required to extend the Offer beyond the Termination Date. In addition, the Merger Agreement provides that if at the initial or at any subsequent 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 requested by Steinway, Purchaser shall and Parent will cause Purchaser to, extend the Offer for one or Table of Contents more periods in consecutive increments of five business days; provided, however, that Purchaser shall not be required to extend the Offer by more than 20 business days unless requested or approved by Steinway; provided, further, that Purchaser is not required to extend the Offer beyond the Termination Date. The Merger Agreement provides that Purchaser shall irrevocably and unconditionally terminate the Offer if (i) at any then-scheduled expiration of the Offer (a) each condition to the Offer has been satisfied (other than the Minimum Tender Condition), (b) the Minimum Tender Condition shall not have been satisfied and (c) no further extensions or re-extensions of the Offer are permitted under the Merger Agreement or (ii) the Merger Agreement is terminated pursuant to its terms. If the Offer is terminated or withdrawn by Purchaser or the Merger Agreement is terminated pursuant to its terms, then Purchaser must promptly return, and shall cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares to the registered holders thereof. The termination of the Offer pursuant to clause (i) of this paragraph is referred to herein as the “Offer Termination,” and the date on which the Offer Termination occurs is referred to herein as the “Offer Termination Date.” Pursuant to the Merger Agreement, the Offer Termination will give rise to a right of termination of the Merger Agreement.

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary set forth below and elsewhere in this Offer to Purchase is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed the Purchaser has included as Exhibit (d)(1) of an exhibit to the Tender Offer Statement on the Schedule TO TO, which is available as set forth in “Section 9—Certain Information Concerning Parent, the Purchaser, Atlas and is incorporated herein by referenceXxxxxxx” above. For a complete understanding The summary description has been included in this Offer to Purchase to provide you with information regarding the terms of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement and is not intended to provide you with modify or supplement any factual information disclosures about Oracle, Parent, Purchaser the Purchaser, TECU or the Company. Such information can be found elsewhere in this Offer to Purchasetheir respective affiliates. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only for the purposes of such agreement and the Merger Agreement, were made as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, in the case of certain covenants relating and may not have been intended to indemnification of directors and officers, for the benefit of directors and officers of the Company designated as third-party beneficiaries), are intended not as be statements of fact, but rather rather, as a way method of allocating risk to one of and governing the contractual rights and relationships among the parties if those statements prove to be inaccuratethe Merger Agreement. 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 apply standards of materiality and other qualifications and limitations in a way that is different from what may be viewed as material by stockholders ofTECU’s shareholders. In reviewing the representations, or other investors in, the Company. The holders of Shares warranties and other investors are not third-party beneficiaries under covenants contained in the Merger Agreement and should not rely on the or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof as were not intended by the parties to the Merger Agreement to be characterizations of the actual state of facts or conditions of the Company, Oracle, Parent, Purchaser the Purchaser, TECU or their respective affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed or may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of their respective subsidiaries or affiliatesthose provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that TECU publicly files with the SEC. The OfferCapitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of to the Schedule TO filed with the SEC, and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any other factual information about Oracle, Parent, Purchaser or the CompanySteinway. 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 its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, 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 third-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 apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, holders of Shares or other investors in, the Companyin Steinway. The holders of Shares and other investors are not third-party beneficiaries under the 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 the Company, OracleSteinway, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as reasonably practicable, but in no event later than August 21, 2013. The obligation of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for Shares validly tendered in the Offer is subject to the conditions described in Section 15—“Certain Conditions of the Offer” (the “Offer Conditions”). Subject to the satisfaction of the Minimum Tender Condition (as defined in Section 15—“Certain Conditions of the Offer”) and the other conditions that are described in Section 15—“Certain Conditions of the Offer,” Purchaser will, and Parent will cause Purchaser to, accept for payment and pay for (subject to any applicable withholding taxes pursuant to the Merger Agreement) all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the expiration of the Offer (as it may be extended and re-extended as described below and in compliance with applicable laws) and in any event in compliance with Rule 14e-1(c) under the Exchange Act. The time of such acceptance for payment of Shares is referred to herein as the “Acceptance Time.” Pursuant to the Merger Agreement, Purchaser expressly reserved the right to waive any Offer Conditions or modify the terms of the Offer, except that Steinway’s prior written approval is required for Purchaser to: • reduce the number of Shares subject to the Offer; • reduce the Offer Price; • amend, modify or waive the Minimum Tender Condition; • add to the Offer Conditions or amend, modify or supplement any Offer Conditions in any manner adverse to the holders of Shares; • terminate, extend or otherwise amend or modify the expiration date of the Offer, other than in accordance with the Merger Agreement; • change the form of consideration payable in the Offer; • otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of the Shares; or • provide any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act.

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any factual information about Oracle, ParentLilly, Purchaser or the CompanyCoLucid. 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 its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, in the case of certain covenants relating to indemnification of directors and officers, for the benefit of directors and officers of the Company CoLucid designated as third-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 apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the CompanyCoLucid. The holders of Shares and other investors are not third-party beneficiaries under the 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 the CompanyCoLucid, Oracle, ParentLilly, Purchaser or any of their respective subsidiaries or affiliates. The OfferMoreover, information concerning the subject matter of such representations and warranties, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of Agreement itself which is has been filed as Exhibit (d)(1) of to the Schedule TO and is incorporated herein by reference. For a complete understanding Copies of the Merger AgreementAgreement and the Schedule TO, you are encouraged and any other filings that Lilly or Purchaser makes with the SEC with respect to the Offer, may be obtained in the manner set forth in Section 8 — “Certain Information Concerning Lilly and Purchaser.” 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 11 and not otherwise defined in this Offer to Purchase have the respective meanings set forth in the Merger Agreement. The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to provide you with modify or supplement any factual information disclosures about Oracle, ParentXxxxx, Purchaser or the Company. Such information can be found elsewhere in this Offer to PurchaseDICE. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement and as of specific datesagreement, were made solely for the benefit of Lilly, Purchaser and DICE and may be subject to qualifications and limitations agreed upon by Xxxxx, Purchaser and DICE. In particular, in reviewing the parties to representations, warranties and covenants contained in the Merger Agreement (andand any description thereof contained or incorporated by reference herein, it is important to bear 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 third-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, mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between Lilly, Purchaser and DICE, rather than establishing matters as facts. Such representations, warranties and covenants may have been also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases, are qualified by certain disclosures not reflected in the text confidential disclosure letter delivered by DICE to Xxxxx xnd Purchaser concurrently with the execution of the Merger Agreement and may apply standards (the “Disclosure Letter”). Neither the Table of materiality Contents inclusion of the Merger Agreement nor the summary of the Merger Agreement is intended to modify or supplement any factual disclosures about DICE, Xxxxx xr Purchaser in a way that is different from what may be viewed as material by stockholders of, or other investors in, DICE’s public reports filed with the CompanySEC. The holders of Shares and other investors Investors are not third-party beneficiaries under the Merger Agreement (except that, after the Effective Time, any one or more of the holders of Shares, Cash-Out Stock Options and Exercisable Pre-Close Stock Options may enforce the provisions in the Merger Agreement relating to their right to receive the consideration in the Merger applicable to such holder(s), and certain provisions pertaining to limitations of liability if the Termination Fee (as defined below) is paid to Lilly are intended to benefit and shall be enforceable by the stockholders of DICE). Accordingly, investors should not rely on the such representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the Companydate of this Offer to Purchase, Oraclemay have changed since June 18, Parent2023, which subsequent information may or may not be fully reflected in Lilly, Purchaser or any of their respective subsidiaries or affiliatesand DICE’s public disclosures. The Offer. Provided that the Merger Agreement has not been terminated, Purchaser will commence the Offer as promptly as practicable, and in no event later than July 3, 2023. Purchaser’s obligation to, and Xxxxx’x obligation to cause Purchaser to, irrevocably accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described herein. Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions described herein, the Merger Agreement provides that Purchaser will, and Xxxxx xill cause Purchaser to, irrevocably accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer and, in any event, no more than three business days after the expiration of the Offer. Purchaser expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition or modify the terms of the Offer in any manner not inconsistent with the Merger Agreement, except that DICE’s prior written approval is required for Purchaser to, and for Lilly to permit Purchaser to: • reduce the number of Shares subject to the Offer; • reduce the Offer Price; • waive, amend or modify either of the Minimum Tender Condition or the Termination Condition (as defined below); • add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Shares; • except as otherwise provided in the Merger Agreement, terminate, extend or otherwise amend or modify the Expiration Time; • change the form or terms of consideration payable in the Offer; • otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to holders of Shares; or • provide for any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. The Merger Agreement provides that:

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any factual information about Oracle, ParentAdobe, Purchaser or the CompanyTubeMogul. 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 its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, in the case of certain covenants relating to indemnification of directors and officers, for the benefit of directors and officers of the Company TubeMogul designated as third-party beneficiaries), and 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 apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the CompanyTubeMogul. The holders of Shares and other investors are not third-party beneficiaries under the 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 the CompanyTubeMogul, Oracle, ParentAdobe, Purchaser or any of their respective subsidiaries or affiliates. The OfferMoreover, information concerning the subject matter of such representations and warranties, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures.

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed attached hereto as Exhibit (d)(1) of the Schedule TO Annex A and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are strongly encouraged to read and understand the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any factual information about Oracle, Parent, Purchaser or the Company. 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 provided solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only for the purposes of such that agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, 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 third-party beneficiaries), are may be 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 the representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders shareholders of, or Table of Contents other investors in, the CompanyO’Charley’s. The holders of Shares O’Charley’s shareholders and other investors are not third-party beneficiaries under the 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 the Company, OracleO’Charley’s, Parent, the Purchaser or any of their respective subsidiaries or affiliates. The Offer. The Merger Agreement provides for the commencement of the Offer as promptly as practicable, but in no event later than February 27, 2012. The Offer was commenced on February 27, 2012. The obligations of the Purchaser to (and the obligations of Parent to cause the Purchaser to) commence the Offer and to accept for payment, and pay for, Shares tendered pursuant to the Offer are subject to the satisfaction or waiver of certain conditions that are described in Section 15 – “Certain Conditions of the Offer.” The Merger Agreement provides that each O’Charley’s shareholder who validly tenders Shares in the Offer will receive $9.85 for each Share tendered, net to the shareholder in cash, without interest and less any required withholding tax. Parent and the Purchaser expressly reserve the right to waive any condition to the Offer (as described in Section 15 – “Certain Conditions of the Offer”), increase the Offer Price or to make any other changes to the terms and conditions of the Offer, except that without the prior written consent of O’Charley’s, the Purchaser shall not: • decrease the Offer Price or change the form of consideration payable in the Offer; • decrease the number of Shares subject to or sought to be purchased in the Offer; • impose conditions on the Offer in addition to the conditions described in this Offer to Purchase (see Section 15 – “Certain Conditions of the Offer”); • waive or amend the Minimum Condition; • amend or supplement any of the other conditions described in this Offer to Purchase or any other term of the Offer in a manner adverse to the holders of the Shares, other than Parent, the Purchaser and any of their respective affiliates; or • extend or otherwise change the Expiration Date except as required or permitted by the Merger Agreement.

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description Agreement and all other provisions of the Merger Agreement is only a summary and is discussed herein are qualified in its entirety by reference to the Merger AgreementAgreement itself, a which is incorporated herein by reference. A copy of which the Merger Agreement is filed as Exhibit (d)(1) hereto. Stockholders and other interested parties should read the Merger Agreement for a more complete description of the Schedule TO provisions summarized below. Capitalized terms used herein and is incorporated herein by reference. For a complete understanding of not otherwise defined have the Merger Agreement, you are encouraged to read the full text of respective meanings set forth in the Merger Agreement. The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to provide you with any other factual information about Oracle, ParentLilly, Purchaser or the Company. Such information can be found elsewhere in this Offer to PurchaseARMO. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement and as of specific datesagreement, were made solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement (andand any description thereof contained or incorporated by reference herein, it is important to bear 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 third-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, mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may have been also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by certain disclosures set forth in a confidential disclosure letter that was provided by ARMO to Lilly but is not reflected in filed with the text SEC as part of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the CompanyAgreement. The holders of Shares and other investors Investors are not third-party beneficiaries under the Merger Agreement and Agreement. Accordingly, investors should not rely on the such representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the Companydate of this Offer to Purchase, Oraclemay have changed since the date of the Merger Agreement, Parent, Purchaser which subsequent information may or any of their respective subsidiaries or affiliatesmay not be fully reflected in the parties’ public disclosures. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable, and in no event later than May 23, 2018. Purchaser’s obligation to, and Xxxxx’x obligation to cause Purchaser to, accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described below. Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions described below, the Merger Agreement provides that Purchaser will, and Xxxxx will cause Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer (which shall be the next business day after the expiration of the Offer absent extenuating circumstances and, in any event, no more than three business days after the expiration of the Offer). Purchaser expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition, or modify the terms of the Offer, except that ARMO’s prior written approval is required for Purchaser to, and for Lilly to permit Purchaser to: • reduce the number of Shares subject to the Offer;

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description Agreement and all other provisions of the Merger Agreement is only a summary and is discussed herein are qualified in its entirety by reference to the Merger AgreementAgreement itself, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. For We have filed a complete understanding copy of the Merger Agreement, you are encouraged Agreement as Exhibit (d)(1) to read the full text of the Merger AgreementSchedule TO. The Merger Agreement is not intended to provide you with any factual information about Oracle, Parent, Purchaser or may be examined and copies may be obtained at the Company. Such information can be found elsewhere places and in this Offer to Purchasethe manner set forth in Section 9 — “Certain Information Concerning Parent and Purchaser.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. The Merger Agreement has been filed herewith as required with the SEC and is incorporated by applicable SEC regulations reference herein to provide investors and solely stockholders with information regarding the terms of the Offer and the Merger. It is not intended to inform investors provide any other factual information about Parent, Purchaser or the Company, their respective businesses, or the actual conduct of its termstheir respective businesses during the period prior to the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement and as of specific datesagreement, were made (except as expressly set forth therein) solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement (andand any description thereof contained or incorporated by reference herein, it is important to bear 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 third-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, mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk among the parties, rather than establishing matters as facts. Such representations, warranties and covenants may have been also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by certain disclosures set forth in confidential disclosure schedules that were provided by the Company to Parent and Purchaser but not reflected in filed with the text SEC as part of the Merger Agreement Agreement. Investors and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. The holders of Shares and other investors are not third-party beneficiaries under the Merger Agreement, except with respect to their right to receive the Offer Price following the Offer Acceptance Time or to receive the Merger Consideration TABLE OF CONTENTS (as defined below) and except that the Company has the right, as sole and exclusive agent for and on behalf of its stockholders, to pursue damages, against Parent and/or Purchaser for the loss of the Merger Consideration in the event of any breach of the Merger Agreement by Parent or Purchaser (and investors and stockholders of the Company will not be entitled to pursue such damages on their own behalf). Accordingly, investors and stockholders should not rely on the such representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. The Offer. The Merger Agreement provides that Purchaser will commence the Offer no later than February 26, 2024. Purchaser’s obligation to accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described in Section 13 — “Conditions of the Offer.” Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described in Section 13 — “Conditions of the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, immediately after the applicable Expiration Date, as it may be extended pursuant to the terms of the Merger Agreement, irrevocably accept for payment all Shares tendered and not validly withdrawn pursuant to the Offer and, as promptly as practicable after the Offer Acceptance Time (and in any event within three business days), pay for such Shares. The Offer will expire at one minute after 11:59 p.m., Eastern Time on March 21, 2024, unless we extend the Offer pursuant to the terms of the Merger Agreement. Purchaser expressly reserves the right to (i) increase the amount of cash constituting the Offer Price, (ii) waive any Offer Condition (to the extent permitted under the Merger Agreement and applicable legal requirements) and (iii) make any other changes in the terms and conditions of the Offer that are not inconsistent with the terms of the Merger Agreement, except that the Company’s prior written approval is required for Parent or Purchaser to: • decrease the Offer Price; ​ • change the form of consideration payable in the Offer (provided that nothing in the Merger Agreement will limit the ability of Parent and Purchaser to increase the cash consideration payable in the Offer); ​ • decrease the maximum number of Shares sought to be purchased in the Offer; ​ • impose conditions or requirements to the Offer in addition to the Offer Conditions; ​ • amend, Oraclemodify or waive the Minimum Tender Condition, Parentthe Termination Condition, the HSR Condition or the Governmental Impediment Condition; ​ • amend or modify any other term of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, any holder of Shares in its capacity as such; ​ • terminate the Offer or accelerate, extend or otherwise change the Expiration Date except as required or provided by the terms of the Merger Agreement; or ​ • provide any “subsequent offering period” ​(or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. ​ The Merger Agreement contains provisions to govern the circumstances under which Purchaser is required to, and Parent is required to cause Purchaser to, extend the Offer. Specifically, the Merger Agreement provides that: • if, as of the then scheduled Expiration Date, any Offer Condition has not been satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), Purchaser has agreed to (and Parent has agreed to cause Purchaser to) extend the Offer for additional periods of up to ten business days per extension, to permit such Offer Condition to be satisfied; and ​ • Purchaser has agreed to (and Parent has agreed to cause Purchaser to) extend the Offer from time to time for any period required by any legal requirement or any interpretation or position of their respective subsidiaries the SEC or affiliatesits staff or NASDAQ or its staff applicable to the Offer. The Offer​

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description of the Merger Agreement is only a This summary and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of to the Schedule TO TO, and which is incorporated herein by reference. For a This summary does not purport to be complete understanding and may not contain all of the information about the Merger Agreement, Agreement that is important to you. We encourage you are encouraged to carefully read the full text of the Merger AgreementAgreement in its entirety. The Merger Agreement is not intended to provide you with any other factual information about Oracle, Parent, Purchaser or the CompanySilicon Image. 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 included solely to inform investors of provide you with information regarding its terms. Factual disclosures about Parent, the Purchaser or Silicon Image or any of their respective affiliates contained in this Offer to Purchase, in their respective public reports filed with the SEC and otherwise, as applicable, may supplement, update or modify the factual disclosures about Parent, the Purchaser and Silicon Image or any of their respective affiliates contained in the Merger Agreement. The representations, warranties, covenants and conditions made and agreed to in the Merger Agreement contains by Parent, the Purchaser and Silicon Image were qualified and subject to important limitations agreed to by Parent, the Purchaser and Silicon Image in connection with negotiating the terms of the Merger Agreement. In particular, the representations, warranties and covenantscertain closing conditions, which contained in the Merger Agreement were made only for negotiated with the principal purposes of such agreement establishing the circumstances in which a party to the Merger Agreement may have the right not to complete the Offer or consummate the Merger and as of specific dates, were made solely for the benefit of allocating risk between the parties to the Merger Agreement (and, Agreement. The representations and warranties and closing conditions contained 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 third-party beneficiaries), are intended Merger Agreement do not as statements establish matters of fact, but rather as . The representations and warranties set forth in the Merger Agreement may also be subject to a way contractual standard of allocating risk materiality different from that generally applicable to one of stockholders and reports and documents filed with the parties if those statements prove to be inaccurate. In addition, such representations, warranties SEC and covenants may have been in some cases were qualified by certain disclosures that were made by each party to the other, which disclosures were not reflected in the text Merger Agreement. Moreover, information concerning the Table of Contents subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may apply standards of materiality have been included in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Companythis Offer to Purchase. The holders of Shares and other investors are not third-party beneficiaries under the 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 the Company, OracleSilicon Image, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable but in no event more than 10 business days following the date of the Merger Agreement. The obligation of Purchaser to accept for payment and pay for Shares validly tendered in the Offer is subject to the Offer Conditions described in Section 15—“Certain Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition (as defined in Section 15—“Certain Conditions of the Offer”) and the other conditions that are described in Section 15—“Certain Conditions of the Offer,” promptly after expiration of the Offer, Purchaser will accept for payment and pay for (subject to any applicable tax withholding pursuant to the Merger Agreement) all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the expiration of the Offer (as it may be extended and re-extended as described below and in compliance with applicable laws) and in any event in compliance with Rule 14e-1(c) under the Exchange Act. The time of such acceptance for payment of Shares is referred to herein as the “Acceptance Time.” Pursuant to the Merger Agreement, Purchaser expressly reserves the right to waive any Offer Conditions or modify the terms of the Offer, except that Silicon Image’s prior written approval is required for Purchaser to: • decrease the Offer Price; • change the form of consideration to be paid in the Offer; • reduce the number of Shares sought to be purchased in the Offer; • amend or modify the Minimum Condition; • amend or modify any Offer Condition (other than the Minimum Condition) in a manner that adversely impacts Silicon Image or Silicon Image’s stockholders; • provides any “subsequent offering period” in accordance with Rule 14d-11 promulgated under the Exchange Act; or • impose conditions to the Offer that are in addition to the Offer Conditions set forth in Section 15—“Certain Conditions of the Offer”. The Offer is initially scheduled to expire at 12:00 midnight, New York City time, at the end of the day on March 9, 2015 (the “Initial Expiration Date”), but may be extended and re-extended as described below. The Merger Agreement provides that if (i) required by any law or order, or any rule, regulation or other requirement of the Securities and Exchange Commission (the “SEC”) or the NASDAQ which is applicable to the Offer, Purchaser shall extend the Offer for any such required period, (ii) required by any other governmental authority, Purchaser shall extend the Offer for any period so required, (iii) at the Expiration Time, as the same may be extended from time to time, time, any of the Offer Conditions (other than the Minimum Condition and the Certification Condition) have not been satisfied or waived (to the extent permitted under applicable law), Purchaser shall extend the Offer for successive extension periods of up to ten business days each until the earlier of the termination of the Merger Agreement in accordance with its terms or 5:00 p.m., New York City time, on July 27, 2015, or (iv) at the Expiration Time, as the same may be extended from time to time, the Minimum Condition and Certification Condition are the only Offer Conditions that have not been satisfied or waived, Purchaser shall, at the request of Silicon Image, extend the Offer for not more than two consecutive increments of not more than ten business days each in order to further seek to satisfy the Minimum Condition, Purchaser (a) may at any time extend the Offer for any period agreed by Parent and Silicon Image (subject to applicable Table of Contents law), (b) shall extend the Offer for the first business day after the expiration of a “matching” period as described under “Acquisition Proposal” in Section 11 – “The Merger Agreement; Other Agreements” if such “matching” period would expire after the Expiration Time and (c) shall extend the Offer until the business day immediately following the end of the Marketing Period described in Section 9 – “Source and Amount of Funds” if the Expiration Time falls within such Marketing Period. Other than in connection with the termination of the Merger Agreement as described under “Termination” Section 11 – “The Merger Agreement; Other Agreements”, Purchaser shall not terminate or withdraw the Offer without Silicon Image’s consent. However, in no event is Purchaser required to extend the Offer beyond 5:00 p.m., New York City time, on July 27, 2015.

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of to the Schedule TO filed with the SEC, and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any other factual information about Oracle, Parent, Purchaser or the Company. 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 its terms. The Merger Agreement contains representations, warranties and covenants, covenants which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (andAgreement, in may be subject to limitations agreed upon by the case of certain covenants relating to indemnification of directors and officerscontracting parties, including being qualified by confidential disclosures made for the benefit of directors and officers of the Company designated as third-party beneficiaries), are intended not as statements of fact, but rather as a way purposes of allocating contractual risk to one of between 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 instead of establishing matters as facts, and may apply be subject to standards of materiality in a way applicable to the contracting parties that is are different from what may be viewed as material by stockholders ofholders of Shares. Additionally, or other investors in, information concerning the Companysubject matter of the representations and warranties may change after the date of the Merger Agreement. The holders of Shares and other investors are not third-party beneficiaries under the 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 the Company, Oracle, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as reasonably practicable, but in any event within 10 business days after the Merger Agreement is executed. The obligation of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for Shares validly tendered in the Offer is subject to the conditions described in Section 15—"Certain Conditions of the Offer" (the "Offer Conditions"). Subject to the satisfaction of the Minimum Tender Condition (as defined in Section 15—"Certain Conditions of the Offer") and the other conditions that are described in Section 15—"Certain Conditions of the Offer," Purchaser will, and Parent will cause Purchaser to, immediately following the expiration of the Offer (if each Offer Condition shall have been satisfied, or if permitted by the Merger Agreement, waived at such time) accept for payment all Shares that Purchaser becomes obligated to purchase pursuant to the Offer and following such acceptance, as soon as practicable on the business day that immediately follows the date on which the Offer expired, pay for all such Shares (subject to any applicable withholding taxes pursuant to the Merger Agreement) (as it may be extended and re-extended as described below and in compliance with applicable laws) in compliance with Rule 14e-1(c) under the Exchange Act. Pursuant to the Merger Agreement, Purchaser expressly reserved the right to waive any Offer Conditions or modify the terms of the Offer, except that the Company's prior written approval is required for Purchaser to: • reduce the number of Shares subject to the Offer; • reduce the Offer Price; • amend, modify or waive the Minimum Tender Condition; • add to the Offer Conditions or amend, modify or supplement any Offer Conditions in any manner adverse to the holders of Shares; • terminate, extend or otherwise amend or modify the Expiration Time of the Offer, other than in accordance with the Merger Agreement; • change the form of consideration payable in the Offer; • otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of the Shares; or • provide any "subsequent offering period" within the meaning of Rule 14d-11 under the Exchange Act. The Offer is initially scheduled to expire at 11:59 p.m., New York City time, on December 2, 2013, but may be extended and re-extended as described below. The Merger Agreement provides that if at the initial or at any subsequent Expiration Time of the Offer any Offer Condition (other than the Minimum Tender Condition) is not satisfied or, to the extent waivable in accordance with the terms of the Merger Agreement, has not been waived by Purchaser or Parent, Purchaser will, and Parent will cause Purchaser to, (i) extend the Offer for one or more periods in consecutive increments of up to five business days (or such longer period as the parties to the Merger Agreement may agree) and (ii) extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; provided, however, that Purchaser is not required to extend the Offer beyond the Termination Date. In addition, the Merger Agreement provides that if at the initial or at any subsequent Expiration Time 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 requested by the Company, Purchaser will and Parent will cause Purchaser to, extend the Offer for one or more periods in consecutive increments of five business days; provided, however, that Purchaser shall not be required to extend the Offer by more than 20 business days unless requested or approved by the Company; provided, further, that Purchaser is not required to extend the Offer beyond the Termination Date. The Merger Agreement provides that Purchaser shall irrevocably and unconditionally terminate the Offer if (i) at any then-scheduled expiration of the Offer (a) each condition to the Offer has been satisfied or waived (other than the Minimum Tender Condition), (b) the Minimum Tender Condition shall not have been satisfied and (c) no further extensions or re-extensions of the Offer are permitted or required under the Merger Agreement or (ii) the Merger Agreement is terminated pursuant to its terms. If the Offer is terminated or withdrawn by Purchaser or the Merger Agreement is terminated pursuant to its terms, then Purchaser must promptly return, and shall cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares to the registered holders thereof. The termination of the Offer pursuant to clause (i) of this paragraph is referred to herein as the "Offer Termination." Pursuant to the Merger Agreement, the Offer Termination will give rise to a right of termination of the Merger Agreement.

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description Agreement and all other provisions of the Merger Agreement is only a summary and is discussed herein are qualified in its entirety by reference to the Merger AgreementAgreement itself, a which is incorporated herein by reference. A copy of which the Merger Agreement is filed as Exhibit (d)(1) hereto. Stockholders and other interested parties should read the Merger Agreement for a more complete description of the Schedule TO provisions summarized below. Capitalized terms used herein and is incorporated herein by reference. For a complete understanding of not otherwise defined have the Merger Agreement, you are encouraged to read the full text of respective meanings set forth in the Merger Agreement. The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to provide you with any other factual information about Oracle, ParentLilly, Purchaser or the Company. Such information can be found elsewhere in this Offer to PurchaseLoxo Oncology. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement and as of specific datesagreement, were made solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement (andand any description thereof contained or incorporated by reference herein, it is important to bear 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 third-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, mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may have been also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by certain disclosures set forth in a confidential disclosure letter that was provided by Loxo Oncology to Lilly but is not reflected in filed with the text SEC as part of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, (the Company“Disclosure Letter”). The holders of Shares and other investors Investors are not third-party beneficiaries under the Merger Agreement and Agreement. Accordingly, investors should not rely on the such representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the Companydate of this Offer to Purchase, Oraclemay have changed since the date of the Merger Agreement, Parent, Purchaser which subsequent information may or any of their respective subsidiaries or affiliatesmay not be fully reflected in the parties’ public disclosures. The Offer. Provided that the Merger Agreement has not been terminated and provided further that Loxo Oncology is prepared to file with the SEC, and to disseminate to holders of Loxo Oncology shares, the Schedule 14D-9 on the same date as Purchaser commences the Offer, Purchaser will commence the Offer as promptly as practicable, and in no event later than January 22, 2019. Purchaser’s obligation to, and Xxxxx’x obligation to cause Purchaser to, accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions that are described below. Subject to the satisfaction of the Minimum Tender Condition and the other Offer Conditions described below, the Merger Agreement provides that Purchaser will, and Lilly will cause Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer (which shall be the next business day after the expiration of the Offer absent extenuating circumstances and, in any event, no more than three business days after the expiration of the Offer). Purchaser expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition, or modify the terms of the Offer, in any manner not inconsistent with the Merger Agreement, except that Loxo Oncology’s prior written approval is required for Purchaser to, and for Lilly to permit Purchaser to: • reduce the number of Shares subject to the Offer; • reduce the Offer Price; • waive, amend or modify the Minimum Tender Condition or the Termination Condition (as defined below);

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description Agreement and all other provisions of the Merger Agreement is only a summary and is discussed herein are qualified in its entirety by reference to the Merger AgreementAgreement itself, a which is incorporated herein by reference. A copy of which the Merger Agreement is filed as Exhibit (d)(1) to the Schedule TO. Stockholders Table of Contents and other interested parties should read the Merger Agreement for a more complete description of the Schedule TO provisions summarized below. Capitalized terms used herein and is incorporated herein by reference. For a complete understanding of not otherwise defined have the Merger Agreement, you are encouraged to read the full text of respective meanings set forth in the Merger Agreement. The Merger Agreement has been filed with the SEC and incorporated by reference herein to provide investors and stockholders with information regarding the terms of the Merger Agreement. It is not intended to provide you with any other factual information about Oracle, Parent, Purchaser or the Company. Such information can be found elsewhere in this Offer to PurchasePandion. The Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement and as of specific datesagreement, were made solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement (andand any description thereof contained or incorporated by reference herein, it is important to bear 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 third-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, mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may have been also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by certain disclosures set forth in a confidential disclosure letter that was provided by Pandion to Parent but is not reflected in filed with the text SEC as part of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, (the Company“Disclosure Letter”). The holders of Shares and other investors Investors are not third-party beneficiaries under the Merger Agreement and Agreement. Accordingly, investors should not rely on the such representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since February 24, 2021, which subsequent information may or may not be fully reflected in the parties’ public disclosures. The Offer. If the Merger Agreement has not been terminated and Pandion is prepared to file with the SEC, and to disseminate to holders of Pandion shares, the Schedule 14D-9 on the same date as Purchaser commences the Offer, Purchaser has agreed to commence the Offer as promptly as practicable, and in no event later than March 10, 2021. Purchaser’s obligation to, and Xxxxxx’s obligation to cause Purchaser to, accept for payment and pay for Shares validly tendered in the Offer is subject only to the satisfaction or, to the extent waivable by Parent or Purchaser, waiver of each of the Offer Conditions (as defined below in Section 15—“Conditions of the Offer”) that are described below. On the terms and subject to the conditions and the Merger Agreement, Purchaser will, and Parent will cause Purchaser to, accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer pursuant to the Offer as promptly as practicable on or after the Expiration Date. Parent and Purchaser expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the CompanyOffer; provided that, Oracleunless otherwise previously approved by Pandion in writing, ParentParent and Purchaser will not: • decrease the Offer Price or change the form of consideration payable in the Offer; • decrease the maximum number of Shares subject to or sought to be purchased in the Offer; • impose conditions on the Offer in addition to the Offer Conditions; • waive, modify or amend the Minimum Condition or the Antitrust and Judgment/Illegality Conditions (other than the condition that there not be instituted, pending or threatened in writing any proceeding, by a governmental authority in any jurisdiction in which Parent or its affiliates operate their businesses or own assets, seeking a Non-Required Remedy (as defined in “—Standard of Efforts” below), which may be waived by Parent and Purchaser in their sole discretion); • amend any other term of the Offer in a manner that is materially adverse to the Pandion stockholders; • extend or otherwise change the Expiration Date except as required or permitted by the terms of the Merger Agreement as described below; or • provide any “subsequent offering period” (or any extension thereof) within the meaning of their respective subsidiaries or affiliates. The OfferRule 14d-11 promulgated under the Exchange Act.

Merger Agreement. The Merger Agreement The following is a summary of the material provisions of the Merger Agreement. The following description of the Merger Agreement is only a summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of to the Schedule TO filed with the SEC, and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any other factual information about Oracle, Parent, Purchaser or the CompanyFusion-io. 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 its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement and as of specific dates, were made solely for the benefit of the parties to the Merger Agreement (and, 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 third-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 apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, holders of Shares or other investors in, the Companyin Fusion-io. The holders of Shares and other investors are not third-party beneficiaries under the 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 the Company, OracleFusion-io, Parent, Purchaser or any of their respective subsidiaries or affiliates. The Offer. The Merger Agreement provides that Purchaser will commence the Offer no sooner than five business days or later than ten business days following the date of the Merger Agreement. The obligation of Purchaser to accept for payment and pay for Shares validly tendered in the Offer is subject to the conditions described in Section 15—"Certain Conditions of the Offer," which we refer to collectively as the "Offer Conditions." Subject to the satisfaction of the Minimum Condition (as defined in Section 15—"Certain Conditions of the Offer") and the other conditions that are described in Section 15—"Certain Conditions of the Offer," promptly after expiration of the Offer, Purchaser will accept for payment and pay for (subject to any applicable withholding taxes pursuant to the Merger Agreement) all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the expiration of the Offer (as it may be extended and re-extended as described below and in compliance with applicable laws) and in any event in compliance with Rule 14e-1(c) under the Exchange Act. Pursuant to the Merger Agreement, Purchaser expressly reserves the right to waive any Offer Conditions or modify the terms of the Offer, except that Fusion-io's prior written approval is required for Purchaser to: • decrease the Offer Price; • change the form of consideration to be paid in the Offer; • reduce the number of Shares sought to be purchased in the Offer; • amend or modify the Minimum Condition; • amend or modify any Offer Condition (other than the Minimum Condition) in a manner that broadens such Offer Condition, adversely impacts Fusion-io's stockholders or provides for a "subsequent offering period" (or any extension thereof) in accordance with Rule 14d-11 promulgated under the Exchange Act; • impose conditions to the Offer that are in addition to the Offer Conditions set forth in Section 15—"Certain Conditions of the Offer"; or • extend the Offer other than in a manner pursuant to, and in accordance with, Section 15—"Certain Conditions of the Offer." The Offer is initially scheduled to expire at 12:00 midnight, New York City time, at the end of the day on July 22, 2014 (the "Initial Expiration Date"), but may be extended and re-extended as described below. The Merger Agreement provides that if (i) required by any law or order, or any rule, regulation or other requirement of the SEC or the NYSE which is applicable to the Offer, Purchaser shall extend the Offer for any such required period, (ii) at the initial Expiration Date or any later then-scheduled Expiration Date, any of the Offer Conditions (other than the Minimum Condition) have not been satisfied or waived, Purchaser shall extend the Offer for successive extension periods of up to ten business days each until such conditions has been satisfied or waived, (iii) at the initial Expiration Date or any later then-scheduled Expiration Date, the Minimum Condition is the only Offer Condition that has not been satisfied or waived, Purchaser shall extend the Offer for two successive extension periods of ten business days each in order to further seek to satisfy the Minimum Condition, (iv) the Regulatory Condition is satisfied or waived within five business days of the initial Expiration Date or any later then-scheduled Expiration Date and any other Offer Condition is not satisfied or waived at such Expiration Date, Purchaser shall extend the Offer for one extension period of five business days, and (v) any Offer Condition is not satisfied or waived as of the initial Expiration Date or any later then-scheduled Expiration Date, Purchaser may, in its sole discretion, elect to (but shall not be required to) extend the offer for one or more further successive extension periods of up to ten business days each. However, in no event is Purchaser required to extend the Offer beyond the Termination Date.

Merger Agreement. The Merger Agreement The following is a summary of the material certain provisions of the Merger Agreement. The following description of the Merger Agreement is only a This summary does not purport to be complete and is qualified in its entirety by reference to the Merger AgreementAgreement itself, a copy of which is Purchaser has filed as Exhibit (d)(1) of the an exhibit to this Schedule TO and is incorporated herein by referenceTO. For a complete understanding Copies of the Merger AgreementAgreement and this Schedule TO, you are encouraged and any other filings that Dassault Systèmes, Parent or Purchaser makes with the SEC with respect to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any factual information about Oracle, Parent, Purchaser Offer or the Company. Such information can Merger, may be found elsewhere obtained in the manner set forth in Section 9—"Certain Information Concerning Dassault Systèmes, Parent and Purchaser" of this Offer to Purchase. Stockholders of Exa and other interested parties should read the Merger Agreement in its entirety for a more complete description of the provisions summarized below. The Merger Agreement has been filed herewith as required by applicable SEC regulations and provided solely to inform investors of its terms. Except for its status as the contractual document that establishes and governs the legal relations among the parties with respect to the Offer and the Merger, Parent and Exa do not intend for the Merger Agreement to be a source of factual, business or operational information about the companies. The Merger Agreement contains representations, representations and warranties and covenants, which were made only for of the purposes of such agreement and parties as of specific dates, dates and may have been used for purposes of allocating risk between the parties rather than establishing matters as facts. Those representations and warranties were made solely for the benefit of the other parties to the Merger Agreement (andand are qualified in several important respects, which should be considered by stockholders as they read them in the case of certain covenants relating to indemnification of directors Merger Agreement. The representations and officers, for the benefit of directors and officers of the Company designated as third-party beneficiaries), warranties 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 in their entirety by certain disclosures not reflected in information filed by Exa with the text SEC prior to the date of the Merger Agreement Agreement, as well as by confidential disclosure schedules that Exa delivered to Parent and may apply Purchaser in connection with the execution of the Merger Agreement, and are qualified by contractual standards of materiality in a way that is different may differ from what stockholders consider to be material. Information concerning the subject matter of the representations and warranties may be viewed as material by have changed since the date of the Merger Agreement. For the foregoing reasons, stockholders of, or other investors in, the Company. The holders of Shares and other investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, representations and warranties and covenants contained in the Merger Agreement as accurate statements as of the date of the Merger Agreement or any descriptions thereof as characterizations other date. Capitalized terms used in this Section 12(a)—"Merger Agreement" of this Offer to Purchase and not otherwise defined have the actual state of facts or conditions of respective meanings assigned thereto in the Company, Oracle, Parent, Purchaser or any of their respective subsidiaries or affiliates. The OfferMerger Agreement.