Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if the Minimum Condition or any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall will not be required to accept for payment or (or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) under the Exchange ActAct (relating to Purchaser's obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer) (the "Payment Rules"), to pay for any Shares tendered pursuant to the Offer and may terminate or amend the Offer, in accordance with and subject to the terms of the Merger Agreement, unless, at the then effective Expiration Date (i) the Minimum Condition and (ii) all waiting periods (including all extensions thereof) under the HSR Act applicable to the purchase of Shares pursuant to the Offer will have expired or been terminated (the "Antitrust Condition"). Furthermore, notwithstanding any other term of the Offer or the Merger Agreement, Purchaser will not be required to accept for payment or, subject to the Payment Rules, to pay for any Shares not theretofore accepted for payment or paid for, and may delay terminate or amend the acceptance for payment or (Offer, in accordance with and subject to any such rules and regulations) the payment for, any tendered Shares, and may amend or terminate the Offer as permitted by terms of the Merger AgreementAgreement if, if at the Minimum Condition or then effective Expiration Date, any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offerexists: • no Governmental Authority having any Judgment issued by a court of competent jurisdiction over or by a governmental authority, or any party to the Merger Agreement shall have issued any Order law or taken any regulation or other action that is legal restraint or prohibition, will be in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting that would make the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibitedprevent the consummation thereof; • each since the date of the Merger Agreement, there shall have occurred any Company Material Adverse Effect that is continuing, or there shall have occurred any Effect that would reasonably be expected to result in a Company Material Adverse Effect; • the representations and warranties contained of TubeMogul set forth in Section 5.02(c3.2(a), Section 3.2(b) (the first sentence only) and Section 3.2(c) of the Merger Agreement (the "Capitalization Representations") (which relate to, among other things, the outstanding capitalization of TubeMogul) (x) will not have been true and correct as of the date of the Merger Agreement or will not be true and correct as of the Expiration Date as if made on and as of the Expiration Date (except, in each case, for representations and warranties that relate to a specific date which failure to be true and correct would be as of such specific date), and (y) the failure to be so true and correct, individually or in the aggregate with all other failures of the Capitalization Representations to be so true and correct, has resulted in or would reasonably be expected to result in additional cost, expense or liability to TubeMogul, Adobe and their affiliates of more than $5,000,000 in the aggregate; • the representations and warranties of TubeMogul set forth in clause "(y)" of the last sentence of Section 3.3(b), Section 3.3(f) and Section 3.6(a) of the Merger Agreement (the "Specified Representations") (which relate to, among other things, the proper authorization by the TubeMogul Board to exempt the transactions contemplated by the Merger Agreement from the restrictions in Section 203 of the DGCL, the applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between TubeMogul and its directors, officers and employees, and the absence of a Company Material Adverse Effect since June 30, 2016 and the date of the Merger Agreement) will not have been true and correct as of the date of the Merger Agreement or will not be true and correct as of the Expiration Date as if made on and as of the Expiration Date (except, in each case, for representations and warranties that relate to a specific date which failure to be true and correct would be as of such specific date); • the representations and warranties of TubeMogul set forth in Section 3.1, Section 3.2(d), Section 3.3(a), Section 3.3(b) (other than clause "(y)" of the last sentence thereof), Section 3.3(e), Section 3.9 and Section 3.21 of the Merger Agreement (collectively, the "Fundamental Representations") (which relate to, among other things, corporate organization, no shareholder rights plan, TubeMogul's corporate power and authority to enter into the Merger Agreement, the proper authorization and approval by the Company TubeMogul Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL, no vote of the TubeMogul stockholders is necessary to consummate the Merger, TubeMogul's employee benefit plans and broker's or finder's fees) shall will not have been true and correct in all material respect as of the date of the Merger Agreement or will not be true and correct in all material respects when as of the Expiration Date as if made on and as of immediately prior the Expiration Date, except for representations and warranties in the Fundamental Representations that address matters on as of a specific date or time (which failure to the Acceptance Time as if made at be true and correct would be as of such time (other than date or time), in each case, determined without giving effect to any such representation limitation as to "materiality" or warranty that is made as of a specified date, which need only be true in all respects as "Company Material Adverse Effect" limiting the scope of such specified date)representations and warranties; • each of the Specified Company Representations (other than the representations and warranties contained of TubeMogul set forth in Section 5.02(cthe Merger Agreement (other than a Capitalization Representation, a Specified Representation or a Fundamental Representation) will not have been true and correct as of the date of the Merger AgreementAgreement or will not be true and correct as of the Expiration Date as if made on and as of the Expiration Date, except for such representations and warranties that address matters only as of a specific date or time (which failure to be true and correct would be as of such date or time), in each case determined without giving effect to any limitation as to "materiality" or "Company Material Adverse Effect" limiting the scope of such representations and warranties and disregarding such failures to be true and correct that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect; • TubeMogul shall have failed to perform in any material respect any obligation, or failed to comply in any material respect with any agreement or covenant, of TubeMogul to be performed or complied with by it under the Merger Agreement prior to such time; • Adobe and Purchaser shall have not received a certificate executed by TubeMogul's Chief Executive Officer confirming on behalf of TubeMogul that the conditions set forth in clauses (b), (c) and (d) of Exhibit B of the Merger Agreement (which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “no Company Material Adverse Effect,” , accuracy of TubeMogul's representations and warranties and compliance with TubeMogul's covenants) have been duly satisfied; or • the Merger Agreement shall be true have been terminated in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualifiedaccordance with its terms; which, in all respectsthe sole and reasonable judgment of Purchaser or Adobe, in any such case, makes it inadvisable to proceed with such acceptance for payment or payment. The foregoing conditions are for the sole benefit of Adobe and Purchaser and (except for the Minimum Condition) may be waived by Adobe and Purchaser, in whole or in part at any time from time to time, in the sole discretion of Adobe and Purchaser. The failure by Adobe, Purchaser or any other affiliate of Adobe at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each case as of such specified date);right will be deemed an ongoing right that may be asserted at any time and from time to time.

Conditions of the Offer. For purposes Notwithstanding any other provisions of this Section 15the Offer, capitalized terms used in this Section 15 and defined in but subject to the Merger Agreement have the meanings set forth in provisions of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser in addition to accept for payment and pay for Shares validly tendered (and not withdrawnin limitation of) pursuant Purchaser’s rights and obligations to extend or amend the Offer is subject to in accordance with the satisfaction provisions of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to and any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) under the Exchange Act) , the Purchaser will not be required to accept for payment or pay for, and may delay the acceptance for payment or (of or, subject to the provisions of the Merger Agreement and any such applicable rules and regulationsregulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if Shares if: • the Minimum Condition or any of the following additional conditions shall not be have been satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of Date; • any waiting period under the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or HSR Act applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement has not expired or terminated at or before the Expiration Date; Table of Contents • any other Required Approvals (as defined below) shall not have been obtained or any waiting period, or extension thereof, or mandated filing shall not have lapsed or been made either unconditionally or on terms satisfactory to Cytyc at or before the Expiration Date; • any of the following events has occurred and is continuing at the Expiration Date: • there shall be threatened in writing or pending any suit, action or proceeding by any governmental entity of competent jurisdiction against Cytyc, the Purchaser or Adeza: • challenging the acquisition by the Purchaser of any Shares pursuant to Section 251(h) the Offer, or seeking to restrain or prohibit the making or consummation of the DGCLOffer or the Merger, or make materially more costly the making of the Offer; • seeking to impose material limitations on the ability of the Purchaser, or render the Purchaser unable, to accept for payment, pay for or purchase some or all of the Shares pursuant to the Offer, or the Merger, or seeking to require divestiture of such Shares or any material assets of Cytyc, the Purchaser or Adeza; • seeking to prohibit or impose material limitations on the ownership or operation by Cytyc or its subsidiaries of all or any portion of businesses or assets of Adeza, Cytyc or its subsidiaries as a result of or in connection with the transactions contemplated by the Merger Agreement, or to compel Adeza, Cytyc or its subsidiaries to dispose of, license or hold separate any material portion of the businesses or assets of Adeza, Cytyc or its subsidiaries as a result of or in connection with the transactions contemplated by the Merger Agreement; • seeking to impose material limitations on the ability of Cytyc or the Purchaser effectively to exercise full rights of ownership of the Shares, including the right to vote the Shares purchased on all matters properly presented to Adeza’s stockholders; or • which otherwise would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • there shall be any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a government entity to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or any other action shall be taken by any governmental entity, other than the application to the Offer or the Merger of applicable waiting periods under HSR Act or similar waiting periods with respect to the Required Approvals, that: • is reasonably likely, individually or in the aggregate, to result, directly or indirectly, in any of the consequences referred to in any of the five sub-paragraphs of the immediately preceding sub-bullet point; or • has the effect of making the Offer, the Merger or any other transaction contemplated by the Merger Agreement illegal or which has the effect of prohibiting or otherwise preventing or delaying the consummation of any of the transactions contemplated by the Merger Agreement; • any of the representations and warranties of Adeza contained in Section 3.3 of the Merger Agreement (relating to authorization, validity and corporate action regarding the Merger Agreement) or Section 3.4 of the Merger Agreement (relating to Adeza board approvals) shall not be true and correct in all respects when made material respects, as of the date of the Merger Agreement and as of immediately prior to the Acceptance Time Expiration Date, with the same force and effect as if made at on and as of such time (other than any such representation date, except for representations and warranties that relate to a specific date or warranty that is made as of a specified datetime, which need only be true and correct in all and in all material respects as of such specified date)specific date or time; • each of except as has not had and would not reasonably be expected to have, individually or in the Specified aggregate with all other failures to be true or correct, a Company Representations (other than Material Adverse Effect, the representations and warranties of Adeza contained in Section 5.02(c) this Agreement, other than representations and warranties referenced Table of Contents in the immediately preceding and immediately following bullet point, shall not be true and correct in all respects (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein and without giving effect to any modifications or updates to the disclosure schedules delivered by Adeza in connection with the Merger Agreement) which relate to, among other things, the due incorporation and valid existence as of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance date of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization and as of the CompanyExpiration Date with the same force and effect as if made on and as of such date, applicability except for representations and warranties that relate to a specific date or time, which need only be true and correct (without giving effect to any references to any Company Material Adverse Effect or materiality qualifications and other qualifications based upon the concept of materiality or similar phrases contained therein and without giving effect to any modifications or updates to the disclosure schedules delivered by Adeza in connection with the Merger Agreement) as of such specific date or time; • any of the safe harbor provisions representations and warranties of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption Adeza contained in Section 3.2 of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, Agreement (relating to the extent its capitalization) shall not qualified as to materiality or “Company Material Adverse Effect,” shall be true and correct in all material respects, and to each as of the extent so qualified shall be true in all respects, when made date hereof and as of immediately prior to the Acceptance Time expiration date of the Offer with the same force and effect as if made at on and as of such date, except for representations and warranties that relate to a specific date or time (other than any Specified Company Representation that is made only as of a specified date, which need only be truetrue and correct in all material respects as of such date or time), provided that the standard “true and correct in all material respects” shall not be met if the cost of the Offer to Purchaser is increased by an amount in excess of $2 million; • since the extent not qualified as date of the Merger Agreement, any facts, changes, events, developments or circumstances have occurred, arisen or come into existence or become known to materiality Adeza, Cytyc or “the Purchaser, which is or are continuing and which has had or would reasonably be expected to have, individually or in the aggregate with all other such facts, changes, events, developments or circumstances, a Company Material Adverse Effect,” ; • Adeza shall have breached or failed, in all any material respectsrespect, to perform or to comply with any agreement or covenant to be performed or complied with by it under the Merger Agreement prior to the expiration of the Offer, or, in the case of Section 6.1 of the Merger Agreement (relating to notification of potential breaches or failures of conditions to the Offer or the Merger), Adeza shall have intentionally breached or failed in any material respect to perform or comply with such section, and such breach or failure shall not have been cured; • The Purchaser shall have failed to receive a certificate of Adeza, executed by Adeza’s Chief Executive Officer and Chief Financial Officer, dated as of the Expiration Date, to the extent so qualifiedeffect that the certain of the conditions set forth above have not occurred; • there shall have occurred, and continued to exist, (i) any general suspension of, or limitation on prices for, trading in all respectssecurities on the New York Stock Exchange or NASDAQ Global Select Market or (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; or • the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Cytyc and the Purchaser, may be asserted by Cytyc or the Purchaser regardless of the circumstances giving rise to such condition, and may be waived by Cytyc or the Purchaser in whole or in part at any time and from time to time and in the reasonable discretion of Cytyc or the Purchaser, subject in each case as to the provisions of the Merger Agreement. The foregoing conditions shall be in addition to, and not a limitation of the rights of Cytyc and the Purchaser to extend, terminate and/or modify the Offer pursuant to the provisions of the Merger Agreement. Any reference in the Offer to Purchase to a condition or requirement being satisfied shall be deemed met if such specified date);condition or requirement is waived. The failure by Cytyc or the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and, each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

Conditions of the Offer. For purposes Notwithstanding any other provisions of this Section 15the Offer and in addition to the Purchaser’s rights to extend, capitalized terms used amend or terminate the Offer in this Section 15 and defined in accordance with the provisions of the Merger Agreement have and applicable law, the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall will not be required to accept for payment or (or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) , pay forfor any validly tendered Shares, and may delay the acceptance for payment or (of or, subject to any such applicable rules and regulationsregulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if Shares if: • the Minimum Condition has not been satisfied at the Expiration Date; • any waiting period under the HSR Act or any of the following additional conditions shall not be satisfied timing agreement entered into by Lilly or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over ImClone with any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or governmental entity applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately has not expired or terminated at or prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date)Expiration Date; • each of any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the Specified Company Representations transactions contemplated by the Merger Agreement under applicable antitrust, competition or similar laws (other than the representations HSR Act), the Offer and warranties contained in Section 5.02(c) the Merger or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the Merger Agreement) which relate torespective properties, among other thingsassets, businesses or activities applicable to the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of transactions contemplated by the Merger Agreement (“Required Governmental Approvals”) shall not contravening the Company’s certificate of incorporation have been obtained or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality Lilly at or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made Expiration Date; • at and as the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of such time (other than competent jurisdiction against Lilly, the Purchaser, ImClone or any Specified Company Representation that is made only as of a specified date, which need only be true, ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger: • challenging the acquisition by Lilly or the Purchaser of any Shares pursuant to the extent not qualified as Offer or seeking to materiality make illegal, restrain or “Company Material Adverse Effect,” in all material respects, and to prohibit the extent so qualified, in all respects, in each case as making or consummation of such specified date);the Offer or the Merger; 49

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or Table of Contents the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if the Minimum Condition or any of the following additional conditions shall not be satisfied or waived at by 12:00 midnight, Eastern Time, on at the end of the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, to the proper authorization and approval by the Company Board Company’s authority to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCLunder Maryland Law) shall be true in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate article of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date; • the Other Company Representations (i.e., those representations and warranties of the Company that are not contained in Section 5.02(c) of the Merger Agreement and that are not Specified Company Representations);, disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); except that the Other Company Representations as thus modified shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; • Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company regarding the accuracy of the representations and warranties of the Company to the above-specified standards, as applicable; • the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Acceptance Time, certifying: (i) the approval of the Company Board of Table of Contents the Merger Agreement and the transactions contemplated thereby, (ii) the articles of incorporation and bylaws (or similar governing documents) of the Company and each of its Subsidiaries, (iii) the name, title, incumbency and signatures of the officers authorized to execute the Merger Agreement and the other agreements contemplated thereby to which the Company is a party, and (iv) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of the Merger Agreement and the Acceptance Time; • the Company shall have performed in all material respects its obligations under the Merger Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; • there shall not be instituted, pending or overtly threatened any Proceeding (which is defined to include any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel) initiated by any Governmental Authority: • challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the Offer, the acceptance for payment by Purchaser of the Shares tendered pursuant to the Offer or the consummation of the Merger or seeking to obtain material damages in connection therewith; • seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole; • seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of the Shares or any shares of common stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the Company’s stockholders; or • seeking in connection with the Offer, the Merger and the other transactions contemplated hereby to require divestiture by Parent, Purchaser or any of Parent’s other Affiliates of any Equity Interests (which are defined to include any share, capital stock, partnership, member or similar interest in any entity, and any option, warrant, right or security convertible, exchangeable or exercisable therefor); • there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to above in the sub-bullet points included in the immediately preceding bullet point; • the applicable waiting period (and any extension thereof, subject to Section 7.10(d) of the Merger Agreement (which, among other things, provides that neither Parent nor the Company will commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or applicable Foreign Competition Laws without the prior written consent of the other)) applicable to the Merger or the Offer under the HSR Act or any Foreign Competition Law shall have expired or been terminated, and any affirmative approval, consent, authorization or waiver of any Governmental Authority required under any Foreign Competition Law shall have been obtained (the condition described in this bullet point, the “Antitrust Condition”); • the Company shall have complied in all respects its obligations under Section 7.01(h) of the Merger Agreement (which provides that the Company shall not take various actions related to, among other things, the hiring, termination, or modification of the terms of employment or engagement (including compensation) of employees, consultants, contractors and advisors); Table of Contents • there has not been any fact, event, change, development or set of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • no Triggering Event (the definition of which is summarized above in Section 11 – “The Merger Agreement; Other Agreements – The Merger”) shall have occurred; and • the Merger Agreement shall not have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Parent and Purchaser and (except for the Minimum Condition) may be waived by Parent and Purchaser, in whole or in part at any time and from time to time, in the sole discretion of Parent and Purchaser. However, if an event occurs that will result in a failure of a condition to the Offer to be satisfied as of the scheduled expiration of the Offer, Purchaser will disclose whether or not it is waiving that condition promptly after learning of such event unless the condition is one where satisfaction of the condition may be determined only upon expiration of the Offer or Purchaser is unable to determine whether the event will result in a failure of the condition to be satisfied.

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may terminate the Offer at any scheduled Expiration Date or amend or terminate the Offer as permitted by the Merger Agreement, if the Minimum Condition or any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, the Company’s major customers and suppliers, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements Agreement and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);; • the Other Company Representations (i.e., those representations and warranties of the Company that are not contained in Section 5.02(c) of the Merger Agreement and that are not Specified Company Representations), disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); except that the Other Company Representations as thus modified shall be deemed true at any time unless the individual or aggregate impact of the failure to be so true would have or reasonably be expected to have a Company Material Adverse Effect; Table of Contents • Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company regarding the accuracy of the representations and warranties of the Company to the above-specified standards, as applicable; • the Company shall have delivered to Parent a certificate of the Company executed by the Secretary of the Company, dated as of the Acceptance Time, certifying: (i) the approval of the Company Board of the Merger Agreement and the transactions contemplated thereby, (ii) the certificate of incorporation and bylaws (or similar governing documents) of the Company and each of its Subsidiaries, (iii) the name, title, incumbency and signatures of the officers authorized to execute the Merger Agreement and the other agreements contemplated thereby to which the Company is a party, and (iv) any and all Company Board, committee and stockholder resolutions, consents or other actions taken by the Company Board, any committee of the Company Board or the stockholders between the date of the Merger Agreement and the Acceptance Time; • the Company shall have performed in all material respects its obligations under the Merger Agreement, and Parent shall have received a certificate signed on behalf of the Company by a senior Executive Officer of the Company to the foregoing effect; • there shall not be instituted, pending or overtly threatened any Proceeding (which is defined to include any suit, claim, action, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel) initiated by any Governmental Authority: • challenging or seeking to make illegal, delay materially or otherwise directly or indirectly restrain or prohibit the Offer, the acceptance for payment by Purchaser of the Shares tendered pursuant to the Offer or the consummation of the Merger or seeking to obtain material damages in connection therewith; • seeking to restrain or prohibit Parent’s ownership or operation (or that of its Affiliates) of all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole, or to compel Parent or any of its Affiliates to dispose of, license (whether pursuant to an exclusive or nonexclusive license) or hold separate all or any material portion of the business, assets or products of the Company and its Subsidiaries, taken as a whole, or of Parent and its Affiliates, taken as a whole; • seeking, directly or indirectly, to impose or confirm material limitations on the ability of Parent or any of its Affiliates effectively to acquire, hold or exercise full rights of ownership of Shares or any shares of common stock of the Surviving Corporation, including the right to vote such shares on all matters properly presented to the Company’s stockholders; or • seeking in connection with the Offer, the Merger and the other transactions contemplated by the Merger Agreement to require divestiture by Parent, Purchaser or any of Parent’s other Affiliates of any Equity Interests (which are defined to include any share, capital stock, partnership, member or similar interest in any entity, and any option, warrant, right or security convertible, exchangeable or exercisable therefor); • there shall not be in effect any Order that is reasonably likely to result, directly or indirectly, in any of the effects referred to above in the sub-bullet points included in the immediately preceding bullet point; • the applicable waiting period (and any extension thereof, subject to Section 7.09(d) of the Merger Agreement (which, among other things, provides that neither Parent nor the Company will commit to or agree with any Governmental Authority to stay, toll or extend any applicable waiting period under the HSR Act or applicable Foreign Competition Laws without the prior written consent of the other)) applicable to the Offer or the Merger under the HSR Act or any Foreign Competition Law shall have expired or been terminated, and any affirmative approval of a Governmental Authority required under any Foreign Competition Law shall have been obtained (the condition described in this bullet point, the “Antitrust Condition”); • the Company shall have complied in all respects its obligations under Section 7.01(h) of the Merger Agreement (which provides that the Company shall not take various actions related to, among other things, the hiring, Table of Contents termination, or modification of the terms of employment or engagement (including compensation) of employees, consultants, contractors and advisors); • there has not been any fact, event, change, development or set of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • no Triggering Event (the definition of which is summarized above in Section 11 – “The Merger Agreement; Other Agreements – The Merger”) shall have occurred; and • the Merger Agreement shall not have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Parent and Purchaser and (except for the Minimum Condition) may be waived by Parent and Purchaser, in whole or in part at any time and from time to time, in the sole discretion of Parent and Purchaser. However, if an event occurs that will result in a failure of a condition to the Offer to be satisfied as of the scheduled expiration of the Offer, Purchaser will disclose whether or not it is waiving that condition promptly after learning of such event unless the condition is one where satisfaction of the condition may be determined only upon expiration of the Offer or Purchaser is unable to determine whether the event will result in a failure of the condition to be satisfied.

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which Purchaser is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to pay for any applicable rules and regulations of validly tendered Shares in the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, Offer and may delay the acceptance for payment of any validly tendered Shares if: • the Minimum Condition shall not have been satisfied at the Expiration Date; • any waiting period under the HSR Act (and any extensions thereof) applicable to the purchase of Shares pursuant to the Offer and the consummation of the Merger has not expired or (subject been terminated, and all applicable waiting periods under any other applicable antitrust law shall not have expired or been terminated and all applicable consents or approvals required under any other applicable antitrust law shall not have been obtained; • at any time on or after the date of the Merger Agreement and prior to any such rules and regulations) the payment forExpiration Date, any tendered Sharesof the following shall have occurred and be continuing at the Expiration Date: o a governmental authority of competent jurisdiction in the United States of America, Germany or Austria shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling, law or order that shall be in effect and may amend or terminate shall have the effect of making the Offer or the Merger illegal or otherwise prohibiting the consummation of the Offer and the Merger. 62 o the representations and warranties made by Exa in the Merger Agreement relating to Exa's organization and qualification, subsidiaries, organizational documents, authority to execute and deliver the Merger Agreement and to perform its obligations thereunder and to consummate the transactions as permitted contemplated by the Merger Agreement, if absence of a Company Material Adverse Effect since January 31, 2017 through the Minimum Condition or any date of the following additional conditions Merger Agreement, or takeover laws shall fail to be true and correct as of the Expiration Date (except to the extent such representation or warranty was expressly made as of a particular date, in which case on and as of such date); o the representations and warranties made by Exa in the Merger Agreement relating to Exa's capitalization shall fail to be true and correct as of the Expiration Date (except to the extent such representation or warranty was expressly made as of a particular date, in which case on and as of such date), except for de minimis deviations; o the remaining representations and warranties made by Exa in the Merger Agreement shall fail to be true and correct (without giving effect to any qualifications as to "materiality" or "Company Material Adverse Effect" set forth therein) as of the Expiration Date (except to the extent such representation or warranty was expressly made as of a particular date, in which case on and as of such date), except where the failure of such representation or warranty of Exa to be so true and correct, individually or in the aggregate, shall not have, and would not reasonably be satisfied expected to result in, a Company Material Adverse Effect; o Exa shall have breached or waived at 12:00 midnightfailed to perform, Eastern Timein any material respect, on any obligation, agreement or covenant of Exa to be performed or complied with by it under the scheduled Expiration Date Merger Agreement; o there shall have occurred since the date of the Offer: • no Governmental Authority having jurisdiction over any party Merger Agreement a Company Material Adverse Effect; o Parent and Purchaser shall have failed to receive a certificate executed by Xxx's Chief Executive Officer or President on behalf of Exa, dated as of the Expiration Date, to the effect that the conditions set forth in the second through sixth bullet points above shall have been satisfied; or o the Merger Agreement shall have issued any Order been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Parent and Purchaser and may be asserted by Parent or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation Purchaser regardless of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable circumstances giving rise to such Personconditions and may be waived in writing, as amended unless expressly specified otherwisepermitted by applicable law, by Parent or Purchaser (except for the Minimum Condition) shall have been adopted that makes the Offer in whole or consummation of the Merger illegal or otherwise prohibited; • in part at any time and from time to time in their sole discretion, in each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior case subject to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) terms of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);.

Conditions of the Offer. For purposes Notwithstanding any other provisions of this Section 15the Offer and in addition to the Purchaser’s rights to extend, capitalized terms used amend or terminate the Offer in this Section 15 and defined in accordance with the provisions of the Merger Agreement have and applicable Law, the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (or, subject to any applicable rules and regulations of the SEC, SEC including Rule 14e-1(c) promulgated under the Exchange Act) , pay for, for any validly tendered Shares and may delay the acceptance for payment or (of or, subject to any such rules and regulations) the restrictions referred to above, the payment for, any validly tendered Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if (a) the Minimum Condition shall not have been satisfied at the Expiration Date, (b) the HSR Condition shall not have been satisfied at or prior to the Expiration Date, (c) any Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) or mandated filing shall not have lapsed or been made at or prior to the Expiration Date or (d) any of the following additional conditions events, conditions, state of facts or developments exists or has occurred and is continuing at the Expiration Date: • there shall not be satisfied pending any action by any U.S. governmental entity or waived at 12:00 midnightany Specified Governmental Entity (A) against Parent, Eastern Timethe Purchaser, on the scheduled Expiration Date Company or any subsidiary of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order Company or taken any other action that is (B) otherwise in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting connection with the Offer or the consummation Merger, in either case: • challenging the acquisition by Parent or the Purchaser of the Merger and no Applicable Law (which is defined any Shares pursuant to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or seeking to make illegal, restrain or prohibit the making or consummation of the Merger illegal Offer or the Merger; • seeking to prohibit or impose material limitations on the ability of Parent or the Purchaser, or otherwise prohibited; • each to render Parent or the Purchaser unable, to accept for payment, pay for or purchase any or all of the representations and warranties contained in Section 5.02(c) Shares pursuant to the Offer or the Merger, or seeking to require divestiture of any or all of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board Shares to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement be purchased pursuant to Section 251(h) of the DGCL) shall be true Offer or in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date)Merger;

Conditions of the Offer. For purposes of this Section 15, capitalized terms used but not defined in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of to the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the other conditions below. Accordingly, notwithstanding The Offer is not subject to any other provision of the Offer or the Merger Agreement to the contrary, financing condition. Purchaser shall will not be required to accept for payment or (or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) under the Exchange ActAct (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer) (the “Payment Rules”), to pay for, for any Shares tendered pursuant to the Offer and may delay the acceptance for payment or (of or, subject to any such applicable rules and regulations) regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Merger Agreement) may amend or terminate the Offer as permitted by and not accept for payment any tendered Shares: (i) if the Merger AgreementAgreement has been terminated in accordance with its terms; or (ii) at one minute past 11:59 p.m. Eastern Time on any scheduled Expiration Date (as it may be extended or subject to any requirements to extend), if the Minimum Condition has not been satisfied, or any of the following additional other conditions shall not be satisfied or waived at 12:00 midnight(to the extent permitted by applicable law) waived: • any consent, Eastern Timeapproval or clearance with respect to, on the scheduled Expiration Date or terminations or expiration of any applicable mandatory waiting period (and any extension thereof, or any timing agreements, understandings or commitments obtained by request or other action of the Offer: • no Governmental Authority having jurisdiction over any party to FTC and/or the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such PersonDOJ, as amended unless expressly specified otherwiseapplicable) imposed under the HSR Act shall have been adopted that makes obtained, shall have been received or shall have terminated or expired, as the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date)may be;

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser Merger Sub to (and of Parent to cause Merger Sub to) accept for payment payment, and pay for for, any and all Shares validly tendered (and not validly withdrawn) pursuant to the Offer is shall be subject to the terms and conditions of this Agreement, including the satisfaction (or to the extent waivable, the waiver by Parent or Merger Sub in their sole discretion) of the conditions set forth in Annex I (as they may be amended from time to time in accordance with this Agreement, collectively, the “Offer Conditions”) and not to any other conditions. Merger Sub expressly reserves the right, at any time, to (i) increase the Offer Price, (ii) waive any Offer Condition or (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that without the prior written consent of the Company: (A) the Minimum Condition may not be amended or waived, (B) Merger Sub shall not decrease the Offer Price and (C) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) reduces the number of Class A Shares to be purchased in the Offer to less than that required to satisfy the Minimum Condition, (3) imposes conditions below. Accordinglyor requirements to the Offer in addition to the Offer Conditions, notwithstanding any other provision of (4) except as provided in this Section 1.1, terminates the Offer or accelerates, extends or otherwise changes the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if the Minimum Condition or any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over , (5) otherwise amends or modifies any party to of the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting terms of the Offer in a manner that adversely affects any holder of Class A Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer, the Merger illegal or otherwise prohibited; • each the other Transactions, or (6) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the representations and warranties contained in Section 5.02(cExchange Act. The Offer may not be withdrawn prior to the Expiration Date (or any rescheduled or extended Expiration Date) of the Merger Offer, unless this Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true is terminated in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);accordance with Article VIII.

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Tender Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall will not be required to accept for payment or (or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) under the Exchange ActAct (relating to Purchaser’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer) (the “Payment Rules”), to pay for, for any Shares tendered pursuant to the Offer and may delay the acceptance for payment or (of or, subject to any such applicable rules and regulations) regulations of the SEC, the payment for, any tendered Shares, and (subject to the provisions of the Merger Agreement) may amend or terminate the Offer as permitted by and not accept for payment any tendered Shares: (i) if the Merger AgreementAgreement has been terminated in accordance with Article 8 thereof; or (ii) at any scheduled Expiration Date, if the Minimum Tender Condition has not been satisfied, any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall Table of Contents not have expired or been terminated (the “Antitrust Condition”) or any of the following additional conditions shall not be satisfied or waived at 12:00 midnightby one minute after 11:59 p.m., Eastern TimeNew York City time, on the scheduled Expiration Date Date: • there shall not be pending any Action by any Governmental Authority of competent jurisdiction that seeks, directly or indirectly, to make illegal, prohibit, materially delay or otherwise restrain the making of the Offer: , the consummation of the Offer or the Merger or the performance of the Merger Agreement; • no Governmental Authority having of competent jurisdiction over any party to the Merger Agreement shall have issued enacted, issued, promulgated, enforced or entered any Order or taken any other action that is in effect Judgment (whether temporary, preliminary or permanent) restrainingor Law that has resulted in, enjoining or otherwise prohibiting the Offer or the consummation is reasonably likely to result in any of the Merger and no Applicable Law (which is defined consequences referred to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes in the Offer or consummation of the Merger illegal or otherwise prohibitedbullet point above; • each of the CoLucid’s representations and warranties contained set forth in Section 5.02(c3.1(a), Section 3.3(a), Section 3.3(d), Section 3.3(e), Section 3.3(f) and the first sentence of Section 3.6 of the Merger Agreement (which relate toto corporate organization, among other thingscorporate power and authority to enter into the Merger Agreement and consummate the transactions contemplated thereby, the proper authorization approval of the CoLucid Special Committee and approval by the Company CoLucid Board to enter into the Merger Agreement and consummate the transactions contemplated by thereby, the absence of a shareholder rights plan, the proper authorization of the CoLucid Board to exempt the Offer and the Merger Agreement pursuant to Section 251(h) from the restrictions under any takeover law and the absence of the DGCLa Company Material Adverse Effect since December 31, 2015) shall be true and correct in all respects when made and as of immediately prior to the Acceptance Time as if made date of the Merger Agreement and at and as of such time the Acceptance Time (other than except to the extent any such representation or warranty that is made as of a specified specific date, in which need only case as of such date); • the representations and warranties set forth in Section 3.2 of the Merger Agreement (which relate to capitalization) shall be true and correct in all respects as of the date of the Merger Agreement and at and as of the Acceptance Time (except to the extent any such specified representation or warranty is made as of a specific date, in which case as of such date), except for any failures to be so true and correct that are de minimis; • each of the Specified Company Representations (other than the representations and warranties contained set forth in the Merger Agreement (other than those representations and warranties set forth in Section 5.02(c3.1(a), Section 3.2, Section 3.3(a), Section 3.3(d), Section 3.3(e), Section 3.3(f) and the first sentence of Section 3.6 of the Merger Agreement, which are described above) which relate to, among other things, the due incorporation shall be true and valid existence correct in all respects as of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance date of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization and at and as of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, Acceptance Time (except to the extent not qualified any such representation or warranty is made as of a specific date, in which case as of such date), except where the failure of any of such representations or warranties to be so true and correct (without giving effect to any limitation as to materiality “materiality” or “Company Material Adverse Effect,” set forth in such representations and warranties) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; • CoLucid shall be true have complied with or performed in all material respects, respects the covenants and obligations required to be complied with or performed by it under the extent so qualified shall be true in all respects, when made and as of immediately Merger Agreement at or prior to the Acceptance Time as if made at Time; • Lilly and as Xxxxxxxxx shall have received a certificate executed by CoLucid’s Chief Executive Officer or Chief Financial Officer confirming on behalf of such time CoLucid that the conditions set forth in clauses (other than any Specified Company Representation that is made only as e) and (f) of a specified date, which need only be true, Annex A to the extent Merger Agreement shall have been duly satisfied; • the Merger Agreement shall not qualified as to materiality or “have been validly terminated in accordance with its terms; and • there shall not have occurred any Company Material Adverse Effect,” in all material respects, . The foregoing conditions are for the sole benefit of Lilly and to Purchaser and (except for the extent so qualifiedMinimum Tender Condition) may be waived by Xxxxx and Purchaser, in all respectswhole or in part at any time from time to time, in the sole discretion of Xxxxx and Purchaser. The failure by Xxxxx, Purchaser or any other affiliate of Lilly at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to Table of Contents particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each case as of such specified date);right will be deemed an ongoing right that may be asserted at any time and from time to time.

Conditions of the Offer. For purposes Notwithstanding any other provisions of this Section 15the Offer, capitalized but subject to the terms used in this Section 15 and defined in the Merger Agreement have the meanings conditions set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser in addition to accept for payment and pay for Shares validly tendered (and not withdrawnin limitation of) pursuant Purchaser’s rights and obligations to extend or amend the Offer is subject to in accordance with the satisfaction provisions of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to and any applicable rules and regulations of the contrarySEC, including Rule 14e-l(c) under the Exchange Act, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (of or, subject to any such rules and regulations) the restrictions referred to above, the payment for, any validly tendered Shares, and may amend or terminate Shares that are not properly withdrawn if: • such Shares are not tendered in the Offer as permitted by the Merger Agreementsuch that, if the Minimum Condition or any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date assuming consummation of the Offer: , Getinge and Purchaser would not satisfy the Minimum Condition; • no Governmental Authority having jurisdiction over any party to waiting period under the Merger Agreement shall have issued HSR Act or any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or foreign competition laws applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately does not expire or is not terminated prior to the Acceptance Time as if made termination or expiration of the Offer at and as or prior to any then scheduled Expiration Date; • any suit, action or proceeding by any governmental entity of such time competent jurisdiction is pending against Getinge, Purchaser, Datascope or any subsidiary of Datascope (i) challenging the acquisition by Purchaser or Getinge of any Shares pursuant to the Offer or seeking to restrain or prohibit the making or consummation of the Offer or the Merger, (ii) seeking to impose material limitations on the ability of Purchaser or Getinge, or render Purchaser or Getinge unable, to accept for payment, pay for or 29 Table of Contents purchase any or all of the Shares pursuant to the Offer or the Merger or (iii) which otherwise that would impose a Materially Burdensome Condition; • any statute, rule, regulation, judgment, order or injunction is enacted, entered, enforced, promulgated or which is deemed applicable pursuant to an authoritative interpretation by or on behalf of a government entity to the Offer, the Merger or any other transaction contemplated by the Merger Agreement, or any other action is taken by any Governmental Entity, other than the application to the Offer or the Merger of applicable waiting periods under the HSR Act or similar waiting periods with respect to the any similar foreign competition laws or regulation, that (x) is reasonably likely to result, directly or indirectly, in any of the consequences referred to in the foregoing conditions, or (y) has the effect of making such transactions illegal or which has the effect of prohibiting or otherwise preventing the consummation of any of the transactions contemplated by the Merger Agreement; • any declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or limitation or proposed limitation by any foreign or United States governmental authority or agency has a material adverse effect generally on the extension of credit by banks or other financial institutions; • any representation or warranty of Datascope as to its capitalization, its authority to execute the Merger Agreement, or the enforceability of the Merger Agreement is not true and correct (except for any de minimis inaccuracy with regard to capitalization), and any other representation and warranty of Datascope set forth in the Merger Agreement that is made qualified by reference to a Material Adverse Effect is not true and correct as of a specified date, which need only the date provided in the Merger Agreement or (C) any other representation and warranty of Datascope set forth in the Merger Agreement that is not so qualified shall not be true in all respects and correct as of such specified datethe date set forth in the Merger Agreement); • each of the Specified Company Representations (, other than in the case of clause (C) for such failures to be true and correct that, individually or in the aggregate, have not had and would reasonably be expected to have a Material Adverse Effect; provided that for purposes of determining the satisfaction of clause (C) of this condition, the representations and warranties contained of Datascope that are not qualified by reference to a Material Adverse Effect shall be deemed not qualified by any references therein to materiality generally; • any fact(s), change(s), event(s), development(s) or circumstance(s) occur, arise or come into existence or become known to Datascope, Getinge or Purchaser following the date of the Merger Agreement which is continuing and which has had or would have a Material Adverse Effect; • Datascope breaches or fails, in Section 5.02(c) any material respect, to perform or to comply with any agreement or covenant to be performed or complied with by it under the Merger Agreement prior to the expiration of the Offer and such breach or failure shall not have been cured; • Xxxxxxxxx fails to receive a certificate of Datascope, executed by the Chief Executive Officer and the Chief Financial Officer of Datascope, dated as of the scheduled Expiration Date, to the effect that the conditions set forth in two preceding paragraphs have not occurred; or • the Merger Agreement shall have been terminated in accordance with its terms. The foregoing conditions are for the sole benefit of Getinge and Purchaser, may be asserted by Getinge or Purchaser regardless of the circumstances giving rise to such condition, and may be waived by Getinge or Purchaser in whole or in part at any time and from time to time and in the sole discretion of Getinge or Purchaser, subject in each case to the terms of the Merger Agreement. The failure by Getinge or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and, each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Merger Agreement defines a “Material Adverse Effect” as any change, any fact, circumstance, event, change, effect or occurrence that (i) which relate has or would be reasonably likely to have a material adverse effect on the assets, business, results of operations or financial condition of Datascope and its subsidiaries taken as a whole or (ii) that would be reasonably likely to prevent or materially delay or materially impair the ability of Datascope to consummate the Merger or the other transactions contemplated hereby; provided, however, that 30 Table of Contents none of the following shall be deemed either alone or in combination with any of the following to constitute a Material Adverse Effect: • any changes in, or conditions, events or occurrences that result in a change to, among other thingsthe industry in which Datascope operates or conducts its business, the United States economy or capital, financial or securities markets generally, except those changes that are specifically related to, or that have a materially disproportionate effect upon, Datascope and its subsidiaries, taken as a whole, as compared to other similarly situated companies; • any changes resulting from or arising out of actions taken pursuant (and/or required by) the Merger Agreement or at the request of Getinge, or the failure to take any actions due incorporation and valid existence to restrictions set forth in the Merger Agreement; • any changes in the price or trading volume of Datascope’s stock on NASDAQ (but excluding any fact, circumstance, event, change, effect or occurrence that caused or contributed to such change in market price or trading volume); • any adverse effect resulting from any change in GAAP or any applicable United States or foreign, federal, state or local laws, statutes, ordinances, rules, regulations or agency requirements of any governmental entity, or regulatory requirements, in each case, proposed, adopted or enacted after the Companydate hereof, or the Companyinterpretation or enforcement thereof; • any changes, developments, events, effects, conditions, occurrences, actions or omissions (including the loss or departure of employees or any termination, reduction, loss, or similar negative development in Datascope’s corporate power and authority to enter into relationship with its customers, suppliers, vendors or other business partners or employees or any cancellation of or delay in customer orders), in each case resulting from the announcement or pendency of the Merger Agreement, the execution Offer or the Merger or the proposal thereof; • the failure of Datascope to meet internal or analysts’ expectations or projections (but excluding any fact, circumstance, event, change, effect or occurrence that caused or contributed to such failure to meet internal or analysts’ expectations or projections); and performance • any legal proceedings made or brought by any of the current or former stockholders of Datascope (on their own behalf or on behalf of Datascope), or otherwise under the DGCL, arising out of or related to the Merger Agreement not contravening the Company’s certificate and any of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);hereby.

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and not defined in the Merger Agreement this Section have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may amend or terminate the Offer as permitted by the Merger Agreement, if (i) the Minimum Condition shall not be satisfied at 12:00 midnight, Eastern Time, at the end of the scheduled Expiration Date of the Offer, or (ii) any of the following additional conditions shall not be satisfied or (if permitted) waived at 12:00 midnight, Eastern Time, at the end of the day on the scheduled Expiration Date of the Offer: • no Specified Governmental Authority having jurisdiction over in respect of (i) any party to Foreign Competition Law in applicable jurisdictions outside the Merger Agreement United States, (ii) the HSR Act, or (iii) any Foreign Direct Investment Law in applicable jurisdictions outside the United States shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state applicable law or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted by any such Specified Governmental Authority in respect of (i) any Foreign Competition Law in applicable jurisdictions outside the United States, (ii) the HSR Act, or (iii) any Foreign Direct Investment Law in applicable jurisdictions outside the United States that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) and Section 5.18(f) of the Merger Agreement (which relate to, among other things, the proper authorization and approval election by the Company Cerner Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCLDGCL and the applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between Cerner and its directors, officers and employees) shall be true in all respects when made and as of immediately prior to on the Acceptance Time Expiration Date as if made at on and as of such time date (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) and Section 5.18(f) of the Merger Agreement) (which relate to, among other things, the due incorporation and valid existence of the CompanyCerner, the CompanyCerner’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the CompanyCerner’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employeesCerner, finders’ fees, receipt of a fairness opinion from the CompanyCerner’s financial advisoradvisors, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, ) to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to on the Acceptance Time Expiration Date as if made at on and as of such time date (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);; • the Other Company Representations (i.e., those representations and warranties of Cerner that are not Specified Company Representations), disregarding any materiality or Company Material Adverse Effect qualifications contained therein, shall be true when made and on the Expiration Date as if made on and as of such date (other than any Other Company Representations that are made only as of a specified date, which need only to be true as of such specified date); except that the Other Company Representations as thus modified shall be deemed true at any time unless the individual or aggregate

Conditions of the Offer. For purposes ​ The Offer is not subject to any financing condition. Notwithstanding any other provisions of this Section 15, capitalized the Offer but subject to the terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in of the Merger Agreement, a copy of which Purchaser is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding any other provision of the Offer or the Merger Agreement to the contrary, Purchaser shall not be required to accept for payment or (purchase or, subject to any applicable rules and regulations of the SEC, SEC (including Rule 14e-1(c) under the Exchange Act), pay for any Shares validly tendered (and not validly withdrawn) pay forin the Offer, and may delay unless, immediately prior to the acceptance for payment or (subject to any such rules and regulations) the payment for, any tendered Shares, and may amend or terminate the then-scheduled applicable Offer as permitted by the Merger Agreement, if Expiration Time: • the Minimum Tender Condition or any of has been satisfied; ​ • the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: Antitrust Approvals Condition has been satisfied; ​ • no Governmental Authority having governmental authority of competent jurisdiction over has enacted, issued, promulgated, or entered any party to the Merger Agreement shall have issued any Order order or taken any other action applicable law that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting would make the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibitedprevent the consummation thereof; ​ • each of the The representations and warranties contained of the Company (i) set forth in Section 5.02(c3.12(b) of the Merger Agreement (which relate toabsence of material adverse effect) shall be true and correct in all respects as of the Offer Expiration Time with the same effect as though made as of the Offer Expiration Time, among other things, (ii) set forth in the proper authorization and approval by the Company Board to enter into first three sentences of Section 3.8(a) of the Merger Agreement (the Company’s authorized, issued and consummate outstanding equity securities) shall be true and correct in all respects (except for what is de minimis in nature) as of the transactions contemplated Offer Expiration Time with the same effect as though made as of the Offer Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), (iii) set forth in Section 3.1 (organization and power), Section 3.3 (corporate authorization), Section 3.4 (enforceability), the last sentence of Section 3.8(a) (treatment of Company equity awards), Section 3.8(b) (due authorization of the Shares), Section 3.8(c) (no further issuance of equity securities), Section 3.8(e) (no outstanding obligations relating to equity securities) and Section 3.8(f) (no voting trusts) (solely as such representations relate to the Company), Section 3.27 (opinion of financial advisor) and Section 3.28 (no broker’s fees) of the Merger Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) in all material respects as of the Offer Expiration Time with the same effect as though made as of the Offer Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (iv) set forth in the Merger Agreement, other than those Sections specifically identified in clauses (i), (ii) and (iii) of this paragraph, shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import set forth therein) as of the Offer Expiration Time with the same effect as though made as of the Offer Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, in the case of this clause (iv), where the failure to be true and correct would not reasonably be expected to have a Company Material Adverse Effect (the “Company Representation Condition”); ​ • the Company has performed or complied with, in all material respects, its obligations, agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior ​ TABLE OF CONTENTS​ to the Offer Expiration Time and any such failure to comply has not been cured by the Offer Expiration Time (the “Obligations Condition”); • since April 7, 2022, there has not been any fact, change, event, development, occurrence or effect that has had, or would reasonably be expected to have, a Company Material Adverse Effect that is continuing (the “Material Adverse Effect Condition”); ​ • the Company shall have delivered to Parent a certificate, signed by an executive officer of the Company, certifying that the Company Representation Condition, the Obligation Condition and the Material Adverse Effect Condition have been satisfied; ​ • the Termination Condition has been satisfied; and ​ • the Inside Date Condition has been satisfied. ​ For purposes of determining whether the Minimum Tender Condition has been satisfied, Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not been “received” ​(as such terms are defined by Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior to the Acceptance Offer Expiration Time as if made at are excluded. The conditions to the Offer must be satisfied or waived (to the extent waiver is permitted under applicable law) on or prior to the Offer Expiration Time. The conditions described above are in addition to, and as not a limitation of, the rights and obligations of such time (other than any such representation Parent and Purchaser to extend, terminate or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of modify the Specified Company Representations (other than Offer pursuant to the representations and warranties contained in Section 5.02(c) terms of the Merger Agreement) which relate to. The conditions described above are for the sole benefit of Parent and Purchaser and may be waived by Parent and Purchaser in whole or in part, among other thingsat any time and from time to time in their sole discretion, except that Parent and Purchaser are not permitted to waive the due incorporation and valid existence Minimum Tender Condition or the Termination Condition, except, in the case of the Minimum Tender Condition, with the prior written consent of the Company. The failure by Parent or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the Company’s corporate power waiver of any such right with respect to particular facts and authority circumstances shall not be deemed a waiver with respect to enter into the Merger Agreement, the execution any other facts and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);time.

Conditions of the Offer. For the purposes of this Section 15, capitalized terms used in this Section 15 and but not defined in the Merger Agreement herein will have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding Notwithstanding any other provision of the Offer or the Merger Agreement to Agreement, neither Intersil or the contrary, Purchaser shall not be required to accept for payment or (or, subject to any the applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act) Act (relating to the Purchaser’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment or (subject to any such rules and or regulations) may, to the extent expressly permitted by the Merger Agreement, delay the acceptance for payment for, or the payment for, any Shares validly tendered Sharespursuant to the Offer and not properly withdrawn, and and, to the extent permitted by the Merger Agreement, may amend or terminate the Offer if (a) there shall not have been validly tendered and not properly withdrawn on or prior to the Expiration Date that number of Shares which, taken together with the number of Shares, if any, beneficially owned by Intersil and its direct and indirect wholly-owned subsidiaries, constitutes at least a majority of the then outstanding Shares after taking into account all outstanding Shares and assuming the exercise, conversion or exchange of all Company Options, warrants, convertible or exchangeable securities and similar rights of the Company and the issuance of all Shares that the Company is obligated to issue thereunder (but excluding any Shares underlying Company Options that are not vested and exercisable and will not become vested and exercisable on or before July 20, 2010) (the “Minimum Condition”); (b) any waiting periods (and any extensions thereof) applicable to the Offer or the Merger under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as permitted amended (the “HSR Act”) shall not have expired or been earlier terminated and any other applicable, agreed upon governmental authorization under antitrust, competition or merger control laws, shall not have been granted or the relevant waiting period shall not have expired or been earlier terminated; (c) any Burdensome Condition shall have been imposed in connection with obtaining any approvals or terminations described in clause (b) of this paragraph; (d) Section 6 of any of the Tender Agreements relating to no transfer requests shall have been breached or repudiated by the Merger Agreement, if Company (without the Minimum Condition consent of Intersil and Purchaser); or (e) any of the following additional events or conditions shall not occur and be satisfied or waived continuing at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offer: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have issued any Order or taken any other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the Offer or the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant to Section 251(h) of the DGCL) shall be true in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date); • each of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of the Merger Agreement) which relate to, among other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of the Merger Agreement not contravening the Company’s certificate of incorporation or bylaws, the capitalization of the Company, applicability of the safe harbor provisions of Rule 14d-10 under the Exchange Act to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt of a fairness opinion from the Company’s financial advisor, and the exemption of the Merger Agreements and the transactions contemplated thereby from antitakeover statutes, to the extent not qualified as to materiality or “Company Material Adverse Effect,” shall be true in all material respects, and to the extent so qualified shall be true in all respects, when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date);Date:

Conditions of the Offer. For purposes of this Section 15, capitalized terms used in this Section 15 and defined in the Merger Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer is subject to the satisfaction of the Minimum Condition and the conditions below. Accordingly, notwithstanding Notwithstanding any other provision of the Offer or the Merger Agreement to the contraryAgreement, Purchaser shall will not be required to accept for payment or (or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c14e-l(c) under the Exchange Act) , to pay for, and may delay the acceptance for payment or (subject to any such rules and regulations) the payment for, any validly tendered Shares, and may amend or terminate may, subject to the Offer as permitted by terms of the Merger Agreement, if terminate or amend the Offer, if, immediately prior to the Expiration Date: • the applicable waiting periods under the HSR Act, the Japanese Foreign Exchange Law and any other non-U.S. antitrust or competition-related laws have not expired or been terminated, or any consent required under such non-U.S. antitrust or competition-related law or the Japanese Foreign Exchange Law, as applicable, has not been obtained or is not in full force and effect; • the Minimum Condition has not been satisfied; or • any of the following additional conditions shall not be satisfied or waived at 12:00 midnight, Eastern Time, on the scheduled Expiration Date of the Offerexist: • no Governmental Authority having jurisdiction over any party to the Merger Agreement shall have law has been enacted by any governmental body, or any order, judgment, decree or injunction has been issued any Order or taken any other action granted by a governmental body that is in effect (whether temporaryi) restrains, preliminary or permanent) restrainingenjoins, enjoining or otherwise prohibiting the Offer or prohibits the consummation of the Merger and no Applicable Law (which is defined to include, with respect to any Person, any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise) shall have been adopted that makes the Offer or consummation of the Merger illegal or otherwise prohibited; • each of the representations and warranties contained in Section 5.02(c) of the Merger Agreement (which relate to, among other things, the proper authorization and approval by the Company Board to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement pursuant Agreement, including the Offer and the Merger, or (ii) has, or would reasonably be expected to Section 251(h) have, the effect of making the consummation of the DGCL) shall be true transactions contemplated by the Agreement, including the Offer and the Merger, illegal in all respects when made and as of immediately prior to the Acceptance Time as if made at and as of such time (other than any such representation or warranty that is made as of a specified date, which need only be true in all respects as of such specified date)jurisdiction; • each there is instituted or pending any legal proceeding brought by a governmental body (i) seeking to restrain, enjoin or otherwise prohibit the consummation of the Specified Company Representations (other than the representations and warranties contained in Section 5.02(c) of Offer, the Merger Agreement) which relate to, among or the other things, the due incorporation and valid existence of the Company, the Company’s corporate power and authority to enter into the Merger Agreement, the execution and performance of transactions contemplated by the Merger Agreement not contravening or the Company’s certificate Tender Agreements, (ii) seeking to impose material limitations on the ability of incorporation Purchaser, or bylawsrender Purchaser unable, the capitalization to accept for payment, pay for or purchase some or all of the CompanyShares pursuant to the Offer or the Merger, applicability (iii) seeking to impose any limitations on the ownership or operation by ABC-MART, Purchaser, (or any of their respective subsidiaries) of all or any portion of the safe harbor provisions businesses, technologies or assets of Rule 14d-10 under the Exchange Act ABC-MART, Purchaser, LaCrosse or any of their respective affiliates, or to the compensation arrangements between the Company and its directors, officers and employees, finders’ fees, receipt compel ABC-MART or Purchaser to dispose of a fairness opinion from the Company’s financial advisor, and the exemption or hold separate all or any portion of the Merger Agreements and businesses, Table of Contents technologies or assets of ABC-MART, Purchaser, LaCrosse or any of their respective affiliates, (iv) seeking to impose limitations on the transactions contemplated thereby from antitakeover statutesability of ABC-MART or Purchaser effectively to exercise full rights of ownership of the Shares, including the right to vote the extent not qualified as Shares purchased by it on all matters properly presented to materiality LaCrosse’s shareholders, or “Company Material Adverse Effect,” shall (v) that if adversely determined, would reasonably be true expected to have a material adverse effect on LaCrosse; • any action has been taken or overtly threatened to be taken by a governmental body that seeks any of the consequences referred to in all material respects, and to the extent so qualified shall be true in all respects, when made and as of paragraph immediately prior to the Acceptance Time as if made at and as of such time (other than any Specified Company Representation that is made only as of a specified date, which need only be true, to the extent not qualified as to materiality or “Company Material Adverse Effect,” in all material respects, and to the extent so qualified, in all respects, in each case as of such specified date)above;