Common use of per Share Clause in Contracts

per Share. During the pendency of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----

per Share. During The Private Placement Warrants are substantially similar to the pendency of Warrants included in the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions orUnits, except as set forth described in Instruction 7 the Time of Sale Prospectus. The Company has entered into a Registration Rights Agreement, dated as of [•], 2022, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Letter of TransmittalFounder Shares, stock transfer taxes on the purchase of Private Placement Warrants and the Shares by underlying the Fund pursuant Private Placement Warrants and the warrants (which will be substantially similar to the OfferPrivate Placement Warrants) that may be issued upon conversion of working capital loans. The Fund will pay all charges Company has caused to be duly executed and expenses delivered a letter agreement, dated as of EquiServe Trust [•], 2022, by and among the Sponsor and each of the Company’s officers and directors, N.A. substantially in the form filed as Exhibit 10.8 to the Registration Statement (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"“Insider Letter”). The Fund Company has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together filed with the Shares Commission a registration statement, including a prospectus, relating to the Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in proper certificated the form first used to confirm sales of Securities (or uncertificated form) and any other documents required in the form first made available to the Underwriters by the Letter Company to meet requests of Transmittal; or purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Units pursuant to Rule 462(b) under the Securities Act (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"“Rule 462 Registration Statement”), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.

per Share. During the pendency We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares. See Section 6 – “Price Range of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 of the Letter of Transmittal, stock transfer taxes Shares; Dividends on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire Shares.” Have any stockholders already agreed to tender their Shares should either: in the Offer or to otherwise support the Offer? Yes. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Support Agreements with certain stockholders (1each a “Tendering Stockholder”), which provide, among other things, that the Tendering Stockholder will tender into the Offer, and not withdraw, all outstanding Shares the Tendering Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Support Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Support Agreements terminate upon the earliest of (i) properly complete the mutual written agreement of Parent and sign the Letter Tendering Stockholder, (ii) the Effective Time and (iii) the valid termination of Transmittalthe Merger Agreement in accordance with its terms. The Tendering Stockholders beneficially owned, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the in aggregate, 17,481,903 Shares (in proper certificated or uncertificated form) approximately 12.6% of all Shares outstanding, including Shares subject to stock options and any other documents required by warrants to purchase Shares, as of the Letter close of Transmittal; or (2) request their brokerbusiness on December 5, dealer, commercial bank, trust company or other nominee to effect 2019 and based on the transaction on their behalf. Shareholders who desire to tender Shares registered representation of ArQule in the name of such a firm must contact that firm to effect a tender on their behalfMerger Agreement). Tendering shareholders will not be obligated to pay brokerage commissions See Section 11 – “The Merger Agreement; Other Agreements –Support Agreements.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their tender Shares in the Offer, (ii) follow the procedures set forth in Section 262 of Sharesthe DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, but they may failure to perfect or otherwise), will be charged a fee entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such a firm for processing shares, exclusive of any element of value arising from the tender(s)accomplishment or expectation of the Merger, together with interest, thereon. The Fund reserves “fair value” could be greater than, less than or the absolute right to reject tenders determined not to be in appropriate formsame as the Offer Price. If you do not wish to tender your SharesSee Section 17 – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call X.X. Xxxx & Co. Inc., you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR the information agent for the Offer ("CSAM"the “Information Agent”), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHAREStoll free at (000) 000-0000. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----See the back cover of this Offer to Purchase for additional contact information.

per Share. During The Offer Price represents a premium of 57% over O’Charley’s volume weighted average share price for the pendency 20 trading days immediately preceding the public announcement of the Offer and the Merger and a premium of 42% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent quotation for Shares of O’Charley’s in deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of the Merger Agreement, Crescendo Investments II, LLC, in its capacity as general partner of Crescendo Partners II, L.P., Series Z, Crescendo Investments III, LLC, in its capacity as general partner of Crescendo Partners III, L.P., Xxxxxx Xxxxxx, and Xxxxxxx Xxxxxxx (each, a “Supporting Shareholder”), entered into a Tender and Support Agreement with Parent and the Purchaser (the “Support Agreement”) pursuant to which each Supporting Shareholder has agreed, among other things, (i) to tender in the Offer all of such Supporting Shareholder’s Shares; and (ii) that, in the event a vote of O’Charley’s shareholders is required in furtherance of the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger, such Supporting Shareholder will vote all of such Supporting Shareholder’s Shares (to the extent any such Shares are not purchased in the Offer) in favor of the approval of the Merger and the adoption of the Merger Agreement and against any proposal inconsistent therewith. The Support Agreement will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” Table of Contents What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not hold at least 90% of the outstanding Shares (on a fully-diluted basis, as defined in the Merger Agreement) after consummation of the Offer, current NAV quotations can Parent has the option, subject to certain limitations, to purchase (in cash or by promissory note) from O’Charley’s up to that number of newly issued Shares sufficient to cause Parent (together with any of its subsidiaries, including us) to own one Share more than 90% of the Shares then outstanding (on a fully-diluted basis, as defined in the Merger Agreement), at a price per Share equal to the Offer Price, to enable us to effect a “short-form merger” pursuant to Section 00-00-000 of the TBCA. We refer to this option as the “Top-Up Option.” See Section 11 – “The Merger Agreement; Other Agreements – Top-Up Option.” Will I have dissenters’ rights in connection with the Offer? No dissenters’ rights will be obtained from Credit Suisse Asset Management--Investor Relationsavailable to you in connection with the Offer or the Merger. See Section 17 – “Dissenters’ Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any O’Charley’s stock plan (“Options”). Pursuant to the Merger Agreement, by calling each Option (800whether or not vested or unexercisable) 293will become fully vested and exercisable at the Acceptance Time. Pursuant to the Merger Agreement, each Option (whether or not vested or exercisable) that is outstanding as of the effective time of the Merger will be cancelled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the product of (i) the excess of the Offer Price over the per Share exercise price under such Option and (ii) the number of Shares subject to such Option. See Section 11 – “The Merger Agreement; Other Agreements – O’Charley’s Stock Options and Restricted Stock.” What will happen to my employee restricted stock in the Offer? Pursuant to the Merger Agreement, the restrictions on each Share of restricted stock that is subject to forfeiture, vesting or other restrictions as of immediately prior to the acceptance of the Shares for payment in the Offer will lapse upon acceptance of Shares for payment in the Offer. Pursuant to the Merger Agreement, each Share that is outstanding as of the effective time of the Merger will be cancelled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the Offer Price. See Section 11 – “The Merger Agreement; Other Agreements – O’Charley’s Stock Options and Restricted Stock.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, you will recognize gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This gain or loss will be a capital gain or loss if you hold your Shares as capital assets at the time of the sale or exchange. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. Certain limitations apply to the use of any capital losses. Table of Contents We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-12320000 (Toll Free) or Xxxxxxxxx & Company, or Inc. (“Jefferies”) at wxx.xxxxxxxxx.xom(000) 000-0000. Xxxxxxxxx Inc. is acting as the information agent (the “Information Agent”) and Jefferies is acting as the dealer manager (the “Dealer Manager”) in connection with the Offer. See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of O’Charley’s Inc.: INTRODUCTION We, Xxxx Xxxxxx Sub Inc., a wexxxxx xxxxxxxxx xnformation Tennessee corporation (the “Purchaser”) and an indirect, wholly-owned subsidiary of Fidelity National Financial, Inc., a Delaware corporation (“Parent”), are offering to purchase for closedcash all outstanding shares of common stock, without par value (the “Shares”), of O’Charley’s Inc., a Tennessee corporation (“O’Charley’s” or the “Company”), at a price of $9.85 per Share (the “Offer Price”), net to the sellers in cash, without interest thereon and subject to any required withholding taxes, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which collectively, as each may be amended or supplemented from time to time, constitute the “Offer”). We are making the Offer pursuant to an Agreement and Plan of Merger, dated as of February 5, 2012 (as it may be amended from time to time, the “Merger Agreement”), among Parent, the Purchaser and O’Charley’s. The Merger Agreement provides, among other things, for the making of the Offer and also provides that, following consummation of the Offer and subject to certain conditions, the Purchaser will be merged with and into O’Charley’s (the “Merger”) with O’Charley’s continuing as the surviving corporation and an indirect, wholly-end funds managed owned subsidiary of Parent. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held by CSAMO’Charley’s, Parent, Purchaser or any wholly-owned subsidiary of O’Charley’s or Parent, which Shares will be cancelled and retired and will cease to exist without any consideration being delivered in exchange for those Shares) will be cancelled and converted into the right to receive $9.85 or any greater per Share price paid in the Offer, in cash, without interest thereon and subject to any required withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements,” which also contains a discussion of the treatment of employee stock options and employee restricted stock. Tendering shareholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obliged obligated to pay brokerage fees or commissions or, except as set forth otherwise provided in Instruction 7 6 of the Letter of Transmittal, stock transfer taxes on with respect to the purchase of Shares by the Fund Purchaser pursuant to the Offer. The Fund will pay all Shareholders who hold their Shares through a broker, banker or other nominee should consult that institution as to whether it charges any service fees or commissions. After careful consideration, the Board of Directors of O’Charley’s, among other things, has unanimously (i) declared that the Merger Agreement and expenses the transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of EquiServe Trust CompanyO’Charley’s and the shareholders of O’Charley’s unaffiliated with Parent, N.A. (ii) adopted and approved the Merger Agreement and the transactions contemplated by the Merger Agreement, (iii) directed the adoption of the Merger Agreement be submitted to the shareholders of O’Charley’s and (iv) recommended that the shareholders of O’Charley’s accept the Offer, tender their Shares in the Offer and, to the extent required by applicable law, approve the Merger and adopt the Merger Agreement (the "Depositary"“Company Board Recommendation”). A more complete description of the O’Charley’s Board of Directors’ reasons for authorizing and approving the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, is set forth in O’Charley’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is being furnished to shareholders in connection with the Offer. Shareholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of the Offer and the Merger; Reasons for Recommendation.” The Offer is conditioned upon, among other things, (i) satisfaction of the Minimum Condition (as described below) , (ii) the expiration or termination of all statutory waiting periods (and any extensions thereof) applicable to the Offer under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (the Table of Contents “Regulatory Condition”) and Georgeson Shareholders Xxxxxxxxxtion Inc. (iii) the absence of a legal restraint preventing, or a law, regulation or order prohibiting, the consummation of the transactions contemplated by the Merger Agreement (the "Information Agent"“Legal Restraint Condition”). The Fund has mailed materials for Minimum Condition requires the number of Shares that have been validly tendered and not validly withdrawn prior to the expiration of the Offer (when added to record holders the Shares already owned by Parent and its subsidiaries) to represent at least the number of Shares required to approve the Merger Agreement and the other transactions contemplated by the Merger Agreement pursuant to the charter and by-laws of O’Charley’s and the Tennessee Business Corporation Act (the “TBCA”) on or about October 24the date the tendered Shares are accepted for payment, 2001determined on a fully-diluted basis (as defined in the Merger Agreement). THIS OFFER IS SUBJECT TO CERTAIN CONDITIONSThe Regulatory Condition has been satisfied. SEE SECTION 4See Section 16 – “Certain Legal Matters; Regulatory Approvals.” The Offer also is subject to other conditions described in this Offer to Purchase. IMPORTANT INFORMATION Shareholders who desire See Section 15 – “Certain Conditions of the Offer.” O’Charley’s has advised Parent that, on February 5, 2012, Evercore Group L.L.C. (“Evercore”), which was retained by the Company’s Board of Directors to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together act as O’Charley’s financial advisor in connection with the potential sale of O’Charley’s, rendered its oral opinion to the Company’s Board of Directors, subsequently confirmed in writing, that, as of that date and based upon and subject to assumptions made, matters considered and limitations on the scope of review undertaken by Evercore as set forth in that opinion, the $9.85 per Share to be received by holders of Shares (in proper certificated or uncertificated form) other than Parent, Purchaser and any of their respective affiliates in the Offer and the Merger, pursuant to the Merger Agreement, was fair from a financial point of view to those holders. The full text of the written opinion of Evercore, dated as of February 5, 2012, which sets forth, among other documents things, assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Evercore in rendering that opinion, is attached as an annex to O’Charley’s Solicitation/Recommendation Statement on Schedule 14D-9 to be filed with the United States Securities and Exchange Commission (the “SEC”), which will be mailed to O’Charley’s shareholders with this Offer to Purchase. Evercore’s opinion was directed to the Company’s Board of Directors and addresses only the fairness, from a financial point of view, of the $9.85 per Share to be received by the holders of Shares other than Parent, Purchaser and any of their respective affiliates in the Offer and the Merger, pursuant to the Merger Agreement, as of the date of the opinion. Evercore’s opinion does not address any other aspect of the transactions contemplated by the Merger Agreement and does not constitute a recommendation to O’Charley’s Board of Directors or to any other person in respect of the transactions contemplated by the Merger Agreement, including to you or any other O’Charley’s shareholder as to whether you or such shareholder should tender any Shares pursuant to the Offer. Evercore’s opinion does not address the relative merits of the transactions contemplated by the Merger as compared to other business or financial strategies that might be available to O’Charley’s, nor does it address the underlying business decision of O’Charley’s to engage in the transactions contemplated by the Merger Agreement. All statements included in this Offer to Purchase summarizing the contents of the Evercore opinion are qualified in their entirety by reference to the full text of the opinion attached as an annex to the Schedule 14D-9. Consummation of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by the requisite vote of the shareholders of O’Charley’s at a shareholders meeting convened for that purpose in accordance with the TBCA, if required by the TBCA. Under Tennessee law, the affirmative vote of a majority of all the votes entitled to be cast at such meeting of O’Charley’s shareholders is required to approve the Merger Agreement. If we purchase Shares in the Offer, we will have sufficient voting power to approve the Merger without the affirmative vote of any other shareholder of O’Charley’s. In addition, Tennessee law provides that if a corporation owns at least 90% of the outstanding voting shares of each class and series of a subsidiary corporation, the corporation holding such stock may merge such subsidiary into itself, itself into such subsidiary or two or more such subsidiaries with and into each other, without any action or vote on the part of the shareholders of such other corporation. Under the Merger Agreement, if, after the expiration of the Offer or the expiration of the subsequent offering period, if any, the Purchaser directly or indirectly owns at least 90% of the outstanding Shares (including Shares issued pursuant to the Top-Up Option and Shares tendered in any Table of Contents subsequent offering period), Parent, the Purchaser and O’Charley’s are required to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of the Shares by us pursuant to and in accordance with the terms of the Offer (the “Acceptance Time”), without a meeting of the holders of Shares in accordance with the applicable provisions of the TBCA. This Offer to Purchase and the related Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee Transmittal contain important information that should be read carefully before any decision is made with respect to effect the transaction on their behalfOffer. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----

per Share. During the pendency of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management, LLC--Investor Relations, by calling (800) 293-1232, or at wxx.xxxxxxxxx.xomxx xx xxx.xxxxource.cox, a wexxxxx xxxxxxxxx xnformation x xxxxxxx xxxxiding information for closed-end funds managed by CSAMCredit Suisse Asset Management, LLC. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Sharehxxxxx Xxxmunications Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 248, 20012002. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive Drxxx XX XXXXX XXXXX XAILXXXSS MAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & N.A. Reporting Services, Inc. Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust P.O. Box 43025 Company, N.A. Providence, RI 02940-3000 3025 100 William StreetStrexx, Galxxxxx Xxx Xxxxxxxx New York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS SHAREHXXXXX XXXMUNICATIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800866) 498883-2621 7876 TABLE OF CONTENTS PAGE -----CONTENTS

per Share. During On March 3, 2021, the pendency last full day of trading before commencement of the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 the reported closing sales price of the Letter Shares on Nasdaq was $61.63 per Share. We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares. See Section 6—“Price Range of Transmittal, stock transfer taxes Shares; Dividends on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with entering into the Merger Agreement, Parent and Purchaser entered into Tender and Support Agreements (the “Support Agreements”) with certain stockholders (each a “Tendering Stockholder”), which provide, among other things, that the Tendering Stockholder will tender into the Offer, and not withdraw, his, her or its Shares subject to such Support Agreement (the “Covered Shares”). The Support Agreements also provide that the Tendering Stockholder will vote its Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Support Agreements generally terminate upon the earliest of (i) the mutual written agreement of Parent and the Tendering Stockholder, (ii) the Effective Time and (iii) the valid termination of the Merger Agreement in accordance with its terms. As of February 24, 2021, the Covered Shares represent approximately 39.99% of all Shares outstanding. See Section 11—“The Merger Agreement; Other Agreements—Support Agreements.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17—“Appraisal Rights.” Whom should either: I call if I have questions about the Offer? You may call X.X. Xxxx & Co. Inc., the information agent for the Offer (1the “Information Agent”), toll free at (000) properly complete 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Panama Merger Sub, Inc., a Delaware corporation (“Purchaser”) and sign wholly-owned subsidiary of Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”), is offering to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Pandion Therapeutics, Inc., a Delaware corporation (“Pandion”), at a purchase price of $60.00 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal”) which, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their brokerthis Offer to Purchase, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but as they may be charged amended, supplemented or otherwise modified from time to time, collectively constitute the “Offer”. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of February 24, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Pandion, Parent and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into Pandion upon the terms and subject to the conditions set forth in the Merger Agreement, with Pandion continuing as the surviving corporation (the “Surviving Corporation”) and becoming a fee by such a firm for processing wholly-owned subsidiary of Parent (the tender(s“Merger”). The Fund reserves Merger will be governed by Section 251(h) of the absolute Delaware General Corporation Law (the “DGCL”) and will be effected by Purchaser and Pandion without a stockholder vote pursuant to the DGCL as soon as practicable following the consummation of the Offer. In the Merger, each outstanding Share (other than (i) the Shares held in the treasury of Pandion or owned by Parent or Purchaser or any of their respective direct or indirect wholly-owned subsidiaries or any of their respective direct or indirect wholly-owned subsidiaries immediately prior to the effective time of the Merger (the “Effective Time”) and (ii) Shares as to which appraisal rights have been perfected in accordance with the DGCL) will be cancelled and converted into the right to reject tenders receive an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”), less any applicable tax withholding. Immediately prior to the Effective Time, all outstanding Pandion stock options will, to the extent unvested, become fully vested, and at the Effective Time, each outstanding Pandion stock option will be cancelled and converted into the right to receive an amount of cash (subject to any applicable withholding or other taxes required by applicable law) determined not by multiplying (i) the number of Shares subject to such stock option immediately prior to such cancellation by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such stock option immediately prior to such cancellation, less any applicable tax withholding. Immediately prior to the Effective Time, unless previously exercised by the holder thereof, the outstanding warrant to purchase Shares will be cancelled and the holder thereof will be entitled to receive, in consideration of such cancellation, an amount in respect of each Share for which such warrant is deemed to be cashless exercised in appropriate formaccordance with the terms of the warrant. If you do not wish to tender your Under no circumstances will interest be paid on the purchase price for the Shares, you need not take including by reason of any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----extension of the Offer or any delay in making payment for the Shares.

per Share. During We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends on the pendency of Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into a Tender and Support Agreement with the Supporting Stockholders (both terms as defined below in Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreement”), which provides, among other things, that each Supporting Stockholder will tender into the Offer, current NAV quotations can and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Tender and Support Agreement also provides that the Supporting Stockholders will vote their Shares against alternative corporate transactions and will not solicit or engage in discussions with third parties regarding alternative corporation transactions. The Tender and Support Agreement terminates upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the termination of the Tender and Support Agreement by written notice from Lilly or (iv) the date on which any amendment to the Merger Agreement or the Offer is effected without the Supporting Stockholders’ consent that decreases the amount, or changes the form, of consideration payable to all stockholders of ARMO pursuant to the terms of the Merger Agreement. The Supporting Stockholders collectively beneficially owned, in the aggregate, 10,815,051 Shares (or approximately 35.6% of all Shares outstanding as of May 18, 2018). See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreement.” Will I have appraisal rights in connection with the Offer? No appraisal rights will be obtained available to holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from Credit Suisse Asset Management--Investor Relationsthe accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx LLC, the information agent for the Offer (the “Information Agent”), toll free at 0-000-000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Bluegill Acquisition Corporation, a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Xxx Xxxxx and Company, an Indiana corporation (“Lilly”), is offering to purchase all outstanding shares of common stock, par value, $0.0001 per share (the “Shares”), of ARMO BioSciences, Inc., a Delaware corporation (“ARMO”), at a purchase price of $50.00 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated May 9, 2018 (as it may be amended from time to time, the “Merger Agreement”), by calling and among ARMO, Lilly and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into ARMO pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (800the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with ARMO continuing as the surviving corporation (the “Surviving Corporation”) 293and becoming a wholly-1232owned subsidiary of Lilly (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by ARMO immediately prior to the Effective Time, (ii) Shares owned by Xxxxx or Purchaser at wxx.xxxxxxxxx.xomthe commencement of the Offer and owned by Xxxxx or Purchaser immediately prior to the Effective Time or (iii) Shares held by any stockholder who is entitled to demand and properly demands appraisal of such Shares pursuant to, a wexxxxx xxxxxxxxx xnformation and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price without interest (the “Merger Consideration”), less any applicable tax withholding. Under no circumstances will interest be paid on the purchase price for closed-end funds managed the Shares, including by CSAMreason of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” Tendering shareholders stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obliged obligated to pay brokerage fees or commissions or, except as set forth otherwise provided in Instruction 7 Section 6 of the Letter of Transmittal, stock transfer taxes on with respect to the purchase of Shares by the Fund Purchaser pursuant to the Offer. The Fund will pay all Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent")any service fees or commissions. The Fund ARMO Board has mailed materials for unanimously: (i) determined that the Offer Offer, the Merger and the other transactions contemplated by this Agreement (collectively, the “Transactions”) are fair to record holders on or about October 24and in the best interests of ARMO and its stockholders, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to (ii) duly authorized and approved the execution, delivery and performance by ARMO of the Merger Agreement and the consummation by ARMO of the Transactions, (iii) declared the Merger Agreement and the Transactions advisable, (iv) recommended that ARMO’s stockholders tender their Shares should either: in the Offer (1) properly complete and sign such recommendation, the Letter of Transmittal, provide thereon the original of any required signature guarantee(s“ARMO Board Recommendation”) and mail or deliver it (v) resolved that the Merger shall be governed by and effected under Section 251(h) of the DGCL. More complete descriptions of the ARMO Board’s reasons for authorizing and approving the Merger Agreement and the consummation of the Transactions are set forth in ARMO’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered information set forth in the name Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender the Offer” and “Reasons for the Recommendation of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----Board.”

per Share. During We encourage you to obtain a recent market quotation for Shares before deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Have any stockholders already agreed to tender their Shares in the pendency Offer or to otherwise support the Offer? Yes. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into Tender and Support Agreements with each of the Supporting Stockholders (as defined below in Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements”), which provide, among other things, that each Supporting Stockholder will tender into the Offer, current NAV quotations can and not withdraw, all outstanding Shares such Supporting Stockholder owns of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act). The Tender and Support Agreements also provide that the Supporting Stockholders will vote their Shares against certain alternative corporate transactions. The Tender and Support Agreements terminate upon the earliest of (i) the valid termination of the Merger Agreement, (ii) the Effective Time or (iii) the date on which any amendment to the Merger Agreement that adversely affects in any material respect the anticipated benefits to be obtained derived by the Supporting Stockholder as a result of the transactions contemplated by the Merger Agreement is executed and delivered. The Supporting Stockholders collectively beneficially owned, in the aggregate, 6,694,843 Shares (or approximately 34.7 % of all Shares outstanding as of January 12, 2017). See Section 11 – “The Merger Agreement; Other Agreements – Tender and Support Agreements.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from Credit Suisse Asset Management--Investor Relationsthe accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 – “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Xxxxxxxxx LLC, the information agent for the Offer (the “Information Agent”), toll free at 0-000-000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION ProCar Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Xxx Xxxxx and Company, an Indiana corporation (“Lilly”), is offering to purchase all outstanding shares of common stock, par value, $0.001 per share (the “Shares”), of CoLucid Pharmaceuticals, Inc., a Delaware corporation (“CoLucid”), at a purchase price of $46.50 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 17, 2017 (as it may be amended from time to time, the “Merger Agreement”), by calling and among CoLucid, Lilly and Purchaser, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into CoLucid pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (800the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with CoLucid continuing as the surviving corporation (the “Surviving Corporation”) 293and becoming a wholly-1232owned subsidiary of Lilly (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Lilly, CoLucid (or held in CoLucid’s treasury) or any direct or indirect wholly-owned subsidiary of Lilly immediately prior to the Effective Time, or at wxx.xxxxxxxxx.xom(ii) Shares held by any stockholder that is entitled to demand and properly demands appraisal of such Shares pursuant to, a wexxxxx xxxxxxxxx xnformation and who complies in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and subject to any required tax withholding (the “Merger Consideration”). Under no circumstances will interest be paid on the purchase price for closed-end funds managed by CSAMthe Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” Tendering shareholders stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obliged obligated to pay brokerage fees or commissions or, except as set forth otherwise provided in Instruction 7 Section 6 of the Letter of Transmittal, stock transfer taxes on with respect to the purchase of Shares by the Fund Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Fund will pay all charges and expenses CoLucid Board (upon the unanimous recommendation of EquiServe Trust Company, N.A. a special committee of board members (the "Depositary"“CoLucid Special Committee”)) has unanimously: (i) determined that the Merger Agreement and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"). The Fund has mailed materials for transactions contemplated thereby, including the Offer and the Merger, are fair to record holders on or about October 24and in the best interests of CoLucid and its stockholders; (ii) approved and declared advisable the Offer and the Merger and the execution, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire delivery and performance by CoLucid of the Merger Agreement and the consummation of the transactions contemplated thereby; (iii) approved the execution, delivery and performance by CoLucid of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; (iv) resolved that the Merger Agreement and the Merger shall be governed by and effected under Section 251(h) of the DGCL; and (v) resolved to recommend that the stockholders of CoLucid accept the Offer and tender their Shares should either: pursuant to the Offer (1such recommendation, the “CoLucid Board Recommendation”). More complete descriptions of the CoLucid Special Committee’s reasons for recommending, and the CoLucid Board’s reasons for authorizing and approving, the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are set forth in CoLucid’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered information set forth in the name Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender the Offer” and “Reasons for the Recommendation of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves Special Committee and the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----Board.”

per Share. During On December 20, 2019, the pendency last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $68.02 per Share. We encourage you to obtain current NAV market quotations can for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be obtained available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair Table of Contents value” of such shares, exclusive of any element of value arising from Credit Suisse Asset Management--Investor Relationsthe accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Thunder Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Synthorx, Inc., a Delaware corporation (the “Company”), at a purchase price of $68.00 per Share in cash (the “Offer Price”) without any interest thereon and net of any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of December 7, 2019 (as it may be amended from time to time, the “Merger Agreement”), by calling and among the Company, Parent and Purchaser, pursuant to which, unless otherwise agreed by the Company, Parent and Purchaser, at 8:00 a.m., Eastern Time, on the same date as the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (800the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) 293-1232and becoming a wholly owned indirect subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent, or at wxx.xxxxxxxxx.xomany direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury), (iii) Shares irrevocably accepted for purchase in the Offer or (iv) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a wexxxxx xxxxxxxxx xnformation demand for closed-end funds managed by CSAMappraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon and net of any applicable withholding taxes. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements.” Tendering shareholders stockholders who are the holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obliged obligated to pay brokerage fees or commissions or, except as set forth provided in Instruction 7 Section 6 of the Letter of Transmittal, stock transfer taxes on with respect to the purchase of Shares by the Fund Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Fund will pay all charges Company Board has unanimously: (i) determined that the Merger Agreement and expenses the transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of, the Company and its stockholders; (ii) approved the execution, delivery and performance by the Company of EquiServe Trust Companythe Merger Agreement and the consummation of the transactions contemplated thereby, N.A. including the Offer and the Merger; (iii) agreed that the "Depositary"Merger shall be effected under Section 251(h) and Georgeson Shareholders Xxxxxxxxxtion Inc. other relevant provisions of the DGCL; and (iv) resolved to recommend that the "Information Agent"). The Fund has mailed materials for stockholders of the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to Company tender their Shares should either: to Purchaser pursuant to the Offer. More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer and tender their Shares to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (1the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered information set forth in the name Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm Offer and Merger” and “Reasons for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----Recommendation.”

per Share. During The offering shall terminate on the pendency earlier of the Offersale of all of the Shares offered or September 30, current NAV quotations can 2001 unless extended by the Company, in its sole discretion (as so extended, the "Termination Date"). The undersigned (hereinafter referred to as the "Subscriber") hereby subscribes for the number of Shares set forth on the signature pages hereof (page 14 for an individual and joint purchasers and pages 15 and 17 for Corporations, Trusts and Partnerships). The entire purchase price is due and payable upon the execution of this Subscription Agreement, and unless otherwise mutually agreed, shall be obtained from Credit Suisse Asset Management--Investor Relationspaid by check, subject to collection, to the order of "HIV-VAC, Inc." The Shares may be converted by calling (800) 293-1232the Subscriber by surrendering to the Escrow Agent, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions or, except as set forth in Instruction 7 the Escrow Agreement of the Letter of Transmittalan even date herewith, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer. The Fund will pay all charges a duly executed and expenses of EquiServe Trust Company, N.A. completed notice (the "DepositaryConversion Notice") in the form attached hereto as Exhibit A. The Company shall have the right to reject this subscription in whole or in part. In order to participate in this Offering, prospective investors are required to complete, sign and return to the Company, at its address above, Attn: Kevxx X. Xxxxxx: (i) two signed copies of the Subscription Agreement and all other documents required to be executed in connection with the issuance of the Shares (the "Subscription Documents") and Georgeson Shareholders Xxxxxxxxxtion Inc. (ii) payment by check to the order of "HIV-VAC, Inc." At closing, the Company will cause to be issued to each Subscriber the Shares and deliver them to the Subscriber at the address appearing on the signature page of this Subscription Agreement. 2 Acceptance of subscriptions will be evidenced by the Company's execution of a copy of each Subscriber's Subscription Agreement, and the transmittal thereof to the Subscriber. The Company reserves the right to limit or reject subscriptions for any reason. The undersigned acknowledges that the Shares will not be registered under the Securities Act of 1933, as amended (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM1933 Act"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUNDor the securities laws of any State, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVENthat absent an exemption from registration contained in those laws, ANY SUCH RECOMMENDATIONthe issuance and sale of the Shares would require registration, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDand that the Company's reliance upon any such exemption is invariably based upon the undersigned's representations, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFERwarranties, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----and agreements contained in this Subscription Agreement.

per Share. During the pendency We agree to re-allow to you a Selected Dealer Fee of one percent of the Offerfull price of each Share sold by you. We may in our sole discretion pay Selling Commissions of $ per Share sold for Shares purchased under the dividend reinvestment plan. Additionally, current NAV quotations can we may, in our sole discretion pay you a one-half percent marketing fee, which will be obtained from Credit Suisse Asset Management--Investor Relationsbased on such factor as volume of Shares sold by you, marketing support and bona fide conference fees incurred. No payment of commissions or the Selected Dealer Fee will be made in respect of Orders (or portions thereof) which are rejected by calling (800) 293-1232the Company, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAMSelling Commissions and the Selected Dealer Fee will be paid on each Closing Date with respect to Shares sold to purchasers whose Shares are issued on such Closing Date. Tendering shareholders Selling Commissions and the Selected Dealer Fee will not be obliged payable only with respect to pay brokerage fees or commissions or, except as set forth transactions lawful in Instruction 7 of the Letter of Transmittal, stock transfer taxes on the purchase jurisdictions where they occur. Purchases of Shares by Carex Xxxperty Advisors, its Affiliates or any Selected Dealer or any of their employees shall be net of commissions. In no event shall the Fund pursuant aggregate underwriting compensation to be paid to us, you and the other Selected Dealers in connection with the Offering and sale of the Shares exceed 10% of the gross proceeds of the Offering (not including due diligence expenses of up to one-half percent of the gross proceeds of the Offering). Orders for Shares (each an "Order") must be made during the offering period described in the Prospectus. An order form, in the form attached to the OfferProspectus, (each an "Order Form") must be used in placing an Order for investors residing in certain states and, for all other investors, Orders may be placed through such procedures as are normally used by you for the sale of REIT shares and agreed to by the Company. The Fund Persons desiring to purchase Shares are required to comply with such procedures and, in certain states, to execute or have executed on their behalf All Orders solicited by you will pay all charges be strictly subject to review and expenses of EquiServe Trust acceptance by the Company, N.A. and the Company reserves the right in its absolute discretion to reject any such Order or to accept or reject Orders in the order of their receipt by the Company or otherwise. You agree to maintain, for at least six years, records of the information used by you to determine whether an investment in Shares is suitable and appropriate for a potential investor in Shares. If the Company elects to reject an Order (such rejection to occur within 30 days after receipt by the Company of such Order), the Company shall, within 10 business days after such rejection, inform you of such rejection and return the funds (and any interest earned thereon) and other documents submitted by the rejected purchaser to you for transmission to such purchaser. If no notice of rejection is received by you with the foregoing time limits or if funds submitted by the purchaser are released from escrow to the Company within the foregoing time limits, the Order shall be deemed accepted. You agree that you will use your best efforts in offering the Shares and will offer the Shares only in jurisdictions in which you are currently registered as a securities dealer and only in accordance with the securities laws of such jurisdictions. You covenant and agree with respect to your participation in the Offering to comply with any applicable requirements of the Securities Act of 1933 (the "Depositary`33 Act") and Georgeson Shareholders Xxxxxxxxxtion Inc. of the Securities Exchange Act of 1934 (the "Information Agent`34 Act"), and the published rules and regulations of the Securities and Exchange Commission thereunder, and the Rules of Fair Practice of the NASD including but not limited to Rule 2730, Rule 2740 and IM 2740, Rule 2420 and IM 2420 and Rule 2750 and IM 2750. The Fund has mailed materials for We shall have full authority to take such action as we may deem advisable in respect of all matters pertaining to the Offer to record holders on or about October 24, 2001Offering. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and Neither you nor any other documents required person is authorized to give any information or make any representations other than those contained in the Prospectus and sales literature furnished by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions Company in connection with their tender of Sharesthe Offering, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined and you agree not to be give any such information or make any such representations. You acknowledge that we will rely upon your agreements in appropriate formthis paragraph and in the preceding paragraph in connection with the Sales Agency Agreement. If No Selected Dealer is authorized to act as agent for us when offering any of the Shares to the public or otherwise, it being understood that you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----and each other Selected Dealer

per Share. During Your Board of Directors has unanimously determined (with the pendency interested directors abstaining) that the tender offer and the merger are fair to and in the best interests of Sherxxxx'x xxxckholders and recommends that every stockholder of the OfferCompany accept the tender offer and tender his or her Shares. In arriving at its recommendation, current NAV quotations can the Board of Directors gave careful consideration to the factors described in the attached Recommendation / Solicitation Statement on Schedule 14D-9 that is being filed today with the Securities and Exchange Commission. Those factors considered (including the fairness opinions of Saloxxx Xxxxx Xxxnxx, Xxc. and Bowlxx Xxxlxxxxx Xxxxxx, x division of First Union Capital Markets Corp., the Company's financial advisors, copies of which opinions are filed as exhibits to the Schedule 14D-9 attached hereto), should be obtained from Credit Suisse Asset Management--Investor Relationscarefully reviewed and understood in their entirety. The terms and conditions of the Merger Agreement should also be carefully reviewed and understood in their entirety. In addition to the attached Schedule 14D-9 that we are providing you, by calling (800) 293-1232the Purchaser has already provided you with its Offer to Purchase, or at wxx.xxxxxxxxx.xomdated March 31, 1999, together with related materials, including a wexxxxx xxxxxxxxx xnformation Letter of Transmittal to be used for closed-end funds managed by CSAMtendering your Shares. Tendering shareholders will not be obliged The Offer to pay brokerage fees or commissions or, except as Purchase and the Letter of Transmittal set forth in Instruction 7 detail the terms and conditions of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant tender offer and provide instructions as to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish how to tender your Shares. I urge you to read those materials carefully. If you desire assistance in completing the Letter of Transmittal or tendering your Shares, you need not take any actionplease call Innisfeee M&A Incorporated, the Information Agent, collect at (212) 000-0000 (xxnks and brokers only) or toll-free at (888) 750-5834 (all others). NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENTVery truly yours, LLC(/s/ Mitcxxxx Xxxxxxxxx, THE FUND'S INVESTMENT ADVISOR ("CSAM"X.D.), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----

per Share. During The $1.80 per Share being offered by Temple-Inland represents approximately a 64% premium to our closing stock price on September 5, 2001, the pendency second to last full trading day before the Board of Directors approved the OfferMerger Agreement. The Merger Agreement provides that if the Offer is completed, current NAV quotations can the Purchaser will merge with and into Gayxxxx (xhe "Merger"). In the Merger, each Share not acquired by Purchaser in the Offer will be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged converted into the right to pay brokerage fees or commissions or, except as set forth in Instruction 7 of receive the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund same consideration paid pursuant to the Offer. The Fund will pay all charges YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE GAYXXXX XXOCKHOLDERS. ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU ACCEPT THE OFFER AND TENDER YOUR SHARES PURSUANT TO THE OFFER. In arriving at its recommendation, the Board of Directors gave careful consideration to a number of factors which are described in the enclosed Schedule 14D-9, which is being filed with the Securities and expenses Exchange Commission, including, among other things, the separate opinions of EquiServe Trust Company, N.A. Deutsche Banc Alex. Xroxx Xxc. and Rothschild Inc. to the Board of Directors (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information AgentOpinions"). The Fund has mailed materials for Subject to the assumptions made, matters considered and limitations on the review undertaken set forth in the Opinions, the Opinions conclude that as of the date thereof the $1.80 in cash per Share to be received by the stockholders of Gayxxxx xx the Offer and the Merger is fair, from a financial point of view, to record holders on or such stockholders. The full text of each Opinion is attached to the enclosed Schedule 14D-9 and we urge you to read them carefully and in their entirety. Additional information about October 24the transaction is contained in the enclosed Schedule 14D-9, which we urge you to read carefully. Accompanying this letter, in addition to the Schedule 14D-9, is the Purchaser's Offer to Purchase, dated September 28, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete , and sign the related materials, including a Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not Transmittal to be in appropriate formused for tendering your Shares. If you do not wish These documents set forth the terms and conditions of the Offer and provide instructions on how to tender your Shares. On behalf of Gayxxxx, X urge you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----to read the enclosed material and consider this information carefully and I would like to personally thank you for your time as a stockholder of Gayxxxx.

per Share. During The Offer Price represents a premium of 38.6% over Terremark’s volume weighted average share price for the pendency twenty (20) trading days immediately preceding the public announcement of the Offer and the Merger and a premium of approximately 35% over the closing price on the last full day of trading before the public announcement of the Offer and the Merger. We encourage you to obtain a recent market quotation for Shares in deciding whether to tender your Shares. See Section 6 – “Price Range of Shares; Dividends.” Table of Contents Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? Yes. Concurrently with the execution of the Merger Agreement, each of Cyrte Investments GP I B.V. in its capacity as general partner of CF I Invest C.V., VMware Bermuda Limited and Sun Equity Assets Limited entered into tender and support agreements with Parent and Purchaser (which we refer to collectively as the “Support Agreements”) pursuant to which such stockholders have agreed to (i) tender their Shares in the Offer upon the terms and subject to the conditions of the Support Agreements and (ii) vote their Shares in favor of the adoption of the Merger Agreement to approve the Merger (if necessary). The Shares subject to the Support Agreements comprise approximately 27.6% of the outstanding Shares. The Support Agreements will terminate upon certain circumstances, including upon termination of the Merger Agreement. See Section 11 – “The Merger Agreement; Other Agreements.” All of the directors and executive officers of Terremark have informed Terremark, strictly in their capacity as stockholders, that they intend to tender their Shares in the Offer, which Shares, according to Xxxxxxxxx, represent approximately 7% of the outstanding Shares. They are, however, under no contractual or other legal obligation to do so. What is the “Top-Up Option” and when will it be exercised? Under the Merger Agreement, if we do not acquire at least 90% of the outstanding Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have the option, subject to certain limitations, including the availability of authorized but unissued Shares, to purchase from Terremark up to a number of additional Shares equal to the number of Shares that, when added to the number of Shares owned by Parent and its subsidiaries at the time of exercise of the option constitutes one (1) Share more than 90% of the outstanding Shares after giving effect to the issuance of such Shares for a purchase price equal to the Offer Price, to enable us to effect a short-form merger. This right may be exercised by Purchaser, in whole and not in part, only once, at any time during the ten (10) business day period following the date of payment for Shares accepted for payment pursuant to and subject to the Offer Conditions (such payment for Shares accepted for payment pursuant to and subject to the Offer Conditions, the “Offer Closing”) (and if there shall have been commenced a subsequent offering period, after the expiration of such subsequent offering period). We refer to this option as the “Top-Up Option.” However, because Terremark has a limited number of Shares available for issuance under its certificate of incorporation, it is estimated that Purchaser would need to acquire in the Offer approximately 88% of the outstanding Shares in order to exercise the Top-Up Option. The aggregate purchase price payable for the Shares being purchased by Purchaser pursuant to the Top-Up Option will be payable by (i) cash in an amount equal to the aggregate par value of the Top-Up Option Shares and a promissory note having a principal amount equal to the balance of such purchase price or (ii) solely by a promissory note having a principal amount equal to such purchase price. The promissory note (A) shall be due on the first (1st) anniversary of the closing of the Top-Up Option, (B) shall bear simple interest of 5% per annum, (C) shall be full recourse to Parent and Purchaser, (D) may be prepaid, in whole or in part, at any time without premium or penalty and (E) shall have no other material terms. Furthermore, under the Merger Agreement, notwithstanding the foregoing, Purchaser may elect to pay for all or a portion of the aggregate purchase price payable for the Shares issued in connection with the Top-Up Option in cash and in connection therewith, Terremark will apply such cash proceeds (without the deduction of any other fee or expense) toward an optional redemption of the 12% Senior Secured Notes due 2017 of Terremark in the manner directed by Xxxxxx. Xxxxxxxxx has also agreed to issue Shares to us in certain other circumstances after the Offer Closing. See Section 12 – “Purpose of the Offer; Plans for Terremark.” Table of Contents Will I have appraisal rights in connection with the Offer? No appraisal rights will be available to you in connection with the Offer. However, current NAV quotations can stockholders will be obtained entitled to appraisal rights in connection with the Merger if they do not tender Shares in the Offer and do not vote in favor of the Merger, subject to and in accordance with Delaware law. Stockholders must properly perfect their right to seek appraisal under Delaware law in connection with the Merger in order to exercise appraisal rights. See Section 17 – “Appraisal Rights.” What will happen to my employee stock options in the Offer? The Offer is made only for Shares and is not made for any employee stock options to purchase Shares that were granted under any Terremark stock plan (“Options”). Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), each Option (vested or unvested) having an exercise price per Share that is less than the Offer Price will be deemed exercised and, at the Effective Time, will be terminated and converted into the right to receive an amount, without interest thereon and less any applicable withholding taxes, equal to the product of the total number of Shares deemed to be issued upon the deemed exercise of such Option and the excess of the Offer Price over the exercise price per Share previously subject to the Option. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Stock Options.” What will happen to my restricted stock in the Offer? Pursuant to the Merger Agreement, (i) immediately prior the Effective Time, the vesting of all restricted Shares that are then unvested and awarded will be fully accelerated and (ii) at the Effective Time each then outstanding restricted Share will be automatically converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes. What will happen to my warrants in the Offer? The Offer is made only for Shares and is not made for any warrants to purchase Shares. Pursuant to the Merger Agreement, each warrant to purchase Shares that is issued, unexpired and unexercised immediately prior to the Effective Time and not terminated pursuant to its terms in connection with the Merger (the “Warrants”), will entitle the holder to receive a payment in cash (without interest thereon and less any applicable withholding taxes), of an amount equal to the product of the total number of Shares previously subject to such Warrant and the excess, if any, of the Offer Price over the exercise price per Share previously subject to such Warrant. See Section 11 – “The Merger Agreement; Other Agreements – Terremark Warrants.” What are the material United States federal income tax consequences of tendering Shares? The receipt of cash in exchange for your Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. In general, for U.S. federal income tax purposes, you will recognize capital gain or loss in an amount equal to the difference between the amount of cash you receive and your adjusted tax basis in the Shares sold pursuant to the Offer or exchanged for cash pursuant to the Merger. This capital gain or loss will be long-term capital gain or loss if you have held the Shares for more than one (1) year as of the date of your sale or exchange of the Shares pursuant to the Offer or the Merger. Special rules will apply to you if you are not a U.S. person for U.S. federal income tax purposes. See Section 5 – “Certain United States Federal Income Tax Consequences” for a more detailed discussion of the tax treatment of the Offer. We urge you to consult with your own tax advisor as to the particular tax consequences to you of the Offer and the Merger. Who should I call if I have questions about the Offer? You may call Xxxxxxxxx Inc. at (000) 000-0000 (Toll Free). Xxxxxxxxx Inc. is acting as the information agent (the “Information Agent”). See the back cover of this Offer to Purchase for additional contact information. Table of Contents To the Holders of Shares of Common Stock of Terremark: INTRODUCTION We, Verizon Holdings Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Verizon Communications Inc., a Delaware corporation (“Parent”), are offering to purchase all of the outstanding shares of common stock, par value $.001 per share (the “Shares”), of Terremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), at a purchase price of $19.00 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from Credit Suisse Asset Management--Investor Relationstime to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 27, 2011 (as it may be amended from time to time, the “Merger Agreement”), by calling and among Parent, Purchaser and Terremark. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, Purchaser will be merged with and into Terremark (800the “Merger”) 293with Terremark being the surviving corporation, wholly-1232owned by Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares held (i) by Terremark as treasury stock, or at wxx.xxxxxxxxx.xomby Parent or Purchaser, which Shares will be automatically cancelled and will cease to exist or (ii) by stockholders who exercise appraisal rights under Delaware law with respect to such Shares) will be automatically cancelled and converted in the Merger into the right to receive $19.00 or any greater per Share price paid in the Offer, without interest thereon and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements” which also contains a wexxxxx xxxxxxxxx xnformation discussion of the treatment of stock options, warrants and restricted stock. Xxxxxxxxx represented to Parent and Purchaser in the Merger Agreement that, as of January 26, 2011, there were (i) 67,402,815 Shares issued and outstanding, (ii) 2,030,268 Shares reserved and available for closed-end funds managed by CSAMissuance upon, or otherwise deliverable in connection with, the exercise of outstanding options, (iii) 3,168,437 unvested restricted Shares, (iv) 2,014,750 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the exercise of outstanding warrants and (v) 9,660,534 Shares reserved and available for issuance upon, or otherwise deliverable in connection with, the conversion of the 6.625% senior convertible notes due 2013 (the “Convertible Notes”) of Terremark. Tendering shareholders stockholders who are record owners of their Shares and who tender directly to the Depositary (as defined below) will not be obliged obligated to pay brokerage fees or commissions or, except as set forth otherwise provided in Instruction 7 6 of the Letter of Transmittal, stock transfer taxes on with respect to the purchase of Shares by the Fund Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Fund will pay all charges and expenses Terremark Board of EquiServe Trust Company, N.A. Directors (the "Depositary"“Terremark Board”) has unanimously approved the Merger Agreement, the Offer and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent")Merger and determined that the Offer and the Merger are advisable and fair to, and in the best interests of, the holders of Shares. The Fund has mailed materials for Terremark Board unanimously recommends that the holders of Shares accept the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to and tender their Shares should either: pursuant to the Offer. A more complete description of the Terremark Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in Terremark’s Solicitation/Recommendation Statement on Schedule 14D-9 under the Securities Exchange Act of 1934, as amended (1) properly complete and sign the Letter of Transmittal“Exchange Act”), provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee that is being furnished to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions stockholders in connection with their tender the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth under the sub-heading “Background of Shares, but they may be charged a fee by such a firm the Offer and Merger; Reasons for processing Recommendation of the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----Board of Directors.”

per Share. During We encourage you to obtain a recent market quotation for the pendency Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? • Yes. On October 2, 2023, in connection with the execution and delivery of the Merger Agreement, each of Xxx X. XxXxxx, Xxxxx Xxxxxxx Xxxxxx and Xxxx X. Xxxxxxxx and certain of their affiliates (collectively, the “Supporting Stockholders”), solely in their respective capacities as stockholders of POINT, entered into tender and support agreements (as each may be amended from time to time, collectively, the “Tender and Support Agreements”) with Xxxxx and Purchaser, pursuant to which each Supporting Stockholder agreed, among other things, (i) to tender all of the Shares held by such Supporting Stockholder in the Offer, current NAV quotations can subject to certain exceptions (including the valid termination of the Merger Agreement), (ii) to vote against other proposals to acquire POINT and (iii) to certain other restrictions on its ability to take actions with respect to POINT and its Shares. • Each Tender and Support Agreement terminates automatically upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the termination of such Tender and Support Agreement by written notice of termination from Lilly to the applicable Supporting Stockholder(s) or (iv) the date on which any amendment or change to the Merger Agreement or the Offer is effected without the applicable Supporting Stockholders’ consent that decreases the amount, or changes the form, of consideration payable to all stockholders of POINT pursuant to the terms of the Merger Agreement. The Supporting Stockholders collectively beneficially owned approximately 15% of the outstanding Shares as of October 2, 2023. See Section 11 — “The Merger Agreement; Other Agreements — Tender and Support Agreements.” Will I have appraisal rights in connection with the Offer? • No appraisal rights will be obtained available to holders of Shares who tender such Shares in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such Shares, exclusive of any element of value arising from Credit Suisse Asset Management--Investor Relationsthe accomplishment or expectation of the Merger, together with interest thereon. The “fair value” could be greater than, less than or the same as the Offer Price. More information regarding Section 262 of the Table of Contents DGCL, including how to access it without subscription or cost, is set forth in POINT’s Solicitation/Recommendation Statement on Schedule 14D-9, which is being mailed to POINT stockholders together with the Offer materials (including this Offer to Purchase and the related Letter of Transmittal). See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? • You may call Xxxxxxxxx LLC, the information agent for the Offer (the “Information Agent”), toll free at 0-000-000-0000. See the back cover of this Offer to Purchase for additional contact information for the Information Agent. Table of Contents INTRODUCTION Yosemite Falls Acquisition Corporation, a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Xxx Xxxxx and Company, an Indiana corporation (“Lilly”), is offering to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of POINT Biopharma Global Inc., a Delaware corporation (“POINT”), at a purchase price of $12.50 per Share (the “Offer Price”), net to the stockholder in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated October 2, 2023 (as it may be amended from time to time, the “Merger Agreement”), by calling and among POINT, Lilly and Purchaser, pursuant to which, after consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into POINT pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (800the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with Yosemite Falls Acquisition Corporation continuing as the surviving corporation (the “Surviving Corporation”) 293and becoming a wholly-1232owned subsidiary of Lilly (the “Merger”). At the effective time of the Merger (the “Effective Time”), each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by POINT or at wxx.xxxxxxxxx.xomany wholly-owned subsidiary of POINT (each, a wexxxxx xxxxxxxxx xnformation “POINT Subsidiary”) immediately prior to the Effective Time, (ii) Shares owned by Xxxxx, Purchaser or any other subsidiary of Lilly or Purchaser at the commencement of the Offer and owned by Lilly, Purchaser or any other subsidiary of Lilly immediately prior to the Effective Time, (iii) Shares irrevocably accepted for closed-end funds managed purchase in the Offer or (iv) Shares that are held by CSAMstockholders who are entitled to demand and properly demand appraisal for such Shares pursuant to and in compliance in all respects with Section 262 of the DGCL and do not fail to perfect or otherwise waive, withdraw or lose their rights to such appraisal with respect to such shares under the DGCL (the “Dissenting Shares”)), will be converted into the right to receive an amount in cash equal to the Offer Price, without interest, from Purchaser (the “Merger Consideration”), less any applicable tax withholding. Under no circumstances will interest be paid on the purchase price for the Shares accepted for payment in the Offer, including by reason of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement.” Tendering shareholders stockholders who are holders of record of their Shares and who tender directly to the Depositary (as defined above in the “Summary Term Sheet”) will not be obliged obligated to pay brokerage fees or commissions or, except as set forth otherwise provided in Instruction 7 Section 6 of the Letter of Transmittal, stock transfer taxes on with respect to the purchase of Shares by the Fund Purchaser pursuant to the Offer. The Fund will pay all charges and expenses of EquiServe Trust Company, N.A. (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"). The Fund has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders Stockholders who desire to tender hold their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together with the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their through a broker, dealer, commercial bank, trust company or other nominee should consult such broker, dealer, commercial bank, trust company or other nominee as to effect whether it charges any service fees or commissions. The Board of Directors of POINT (the transaction on their behalf. Shareholders who desire to tender Shares registered “POINT Board”) unanimously (i) determined that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair to, and in the name best interests of such a firm must contact POINT and its stockholders, (ii) declared it advisable for POINT to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by POINT of the Merger Agreement and the consummation of the Transactions, (iv) agreed that firm the Merger Agreement and the Merger will be governed by and effected under Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) agreed to effect a recommend that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer. Table of Contents Descriptions of the POINT Board’s reasons for authorizing and approving the Merger Agreement and the consummation of the Transactions are set forth in POINT’s Solicitation/Recommendation Statement on their behalfSchedule 14D-9 (the “Schedule 14D-9”), which is being mailed to POINT stockholders together with the Offer materials (including this Offer to Purchase and the related Letter of Transmittal). Tendering shareholders will Stockholders should carefully read the information set forth in the Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Recommendation of the POINT Board” and “Background of the Merger Agreement; Reasons for the Recommendation.” The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not be obligated properly withdrawn) pursuant to pay brokerage commissions the Offer is subject to the satisfaction of, among other conditions: (i) the Minimum Tender Condition (as defined below in connection with their tender Section 15 — “Conditions of Shares, but they may be charged a fee by such a firm for processing the tender(sOffer”) and (ii) the Antitrust Condition (as defined below in Section 15 — “Conditions of the Offer”). The Fund reserves Offer also is subject to other customary conditions as set forth in this Offer to Purchase. See Section 15 — “Conditions of the absolute right Offer.” There is no financing condition to reject tenders determined not the Offer and the Merger. The POINT Board considered the oral opinion of Centerview Partners LLC (“Centerview”) rendered to the POINT Board on October 2, 2023, which was subsequently confirmed by delivery of a written opinion dated October 2, 2023 that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Offer Price to be paid to the holders of Shares (other than as specified in appropriate formsuch opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. If you do not wish The full text of Centerview’s written opinion, dated October 2, 2023, which set forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in rendering the opinion, has been included as Annex A to tender your Shares, you need not take any actionthe Schedule 14D-9. NEITHER THIS OFFER TO PURCHASE AND THE FUND NOR ITS BOARD RELATED LETTER OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT DECISION WITH RESPECT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH OFFER. Table of Contents THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE TENDER OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----

per Share. During On February 6, 2018, the pendency last full day of trading before commencement of the Offer, the reported closing sales price of the Shares on NASDAQ was $103.24 per Share. We encourage you to obtain current NAV market quotations can for Shares before deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends on the Shares.” Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer? No. Will I have appraisal rights in connection with the Offer? No appraisal rights will be obtained available to you in connection with the Offer. However, if Purchaser purchases Shares pursuant to the Offer, and the Merger is completed, holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter lose such holders’ appraisal rights (by withdrawal, failure to perfect or otherwise), will be entitled to have their Shares appraised by the Delaware Court of Chancery and to receive payment of the “fair value” of such shares, exclusive of any element of value arising from Credit Suisse Asset Management--Investor Relationsthe accomplishment or expectation of the Merger, together with interest, thereon. The “fair value” could be greater than, less than or the same as the Offer Price. See Section 17 — “Appraisal Rights.” Whom should I call if I have questions about the Offer? You may call MacKenzie Partners, Inc., the information agent for the Offer (the “Information Agent”), toll free at (000) 000-0000. See the back cover of this Offer to Purchase for additional contact information. Table of Contents INTRODUCTION Blink Acquisition Corp., a Delaware corporation (“Purchaser”) and an indirect, wholly-owned subsidiary of Sanofi, a French société anonyme (“Parent”), is offering to purchase any and all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Bioverativ Inc., a Delaware corporation (the “Company”), at a purchase price of $105.00 per Share in cash (the “Offer Price”) without interest thereon and net of any required tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with this Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offer”). The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of January 21, 2018 (as it may be amended from time to time, the “Merger Agreement”), by calling and among the Company, Parent and Purchaser, pursuant to which, as soon as practicable following (800and on the same day as) 293the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming an indirect, wholly-1232owned subsidiary of Parent (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Purchaser, Parent or at wxx.xxxxxxxxx.xomany other direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time, (ii) Shares owned by the Company (or held in the Company’s treasury) or any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time or (iii) Shares held by any stockholder who is entitled to demand appraisal and has properly exercised and perfected a wexxxxx xxxxxxxxx xnformation demand for closed-end funds managed by CSAMappraisal of such Shares pursuant to, and who has complied in all respects with, Section 262 of the DGCL and who, as of the Effective Time, has neither effectively withdrawn nor lost such stockholder’s rights to such appraisal and payment under the DGCL with respect to such Shares) will be converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and net of any required tax withholding. Under no circumstances will interest be paid on the purchase price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. The Merger Agreement is more fully described in Section 11 – “The Merger Agreement; Other Agreements.” Tendering shareholders stockholders who are the holders of record of their Shares and who tender directly to Continental Stock Transfer & Trust Company, which is the depositary and paying agent for the Offer (the “Depositary”), will not be obliged obligated to pay brokerage fees or commissions or, except as set forth otherwise provided in Instruction 7 Section 6 of the Letter of Transmittal, stock transfer taxes on with respect to the purchase of Shares by the Fund Purchaser pursuant to the Offer. Stockholders who hold their Shares through a broker, banker or other nominee should consult such institution as to whether it charges any service fees or commissions. The Fund will pay all charges and expenses Board of EquiServe Trust Company, N.A. Directors of the Company (the "Depositary"“Company Board”) has unanimously: (i) declared that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) adopted and approved the Merger Agreement and approved that the Company enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Offer and the Merger, on the terms and subject to the conditions set forth therein, (iii) determined to recommend that the stockholders of the Company (other than Parent and its subsidiaries) accept the Offer and tender their shares to Purchaser pursuant to the Offer, (iv) resolved to take all actions necessary so that the restrictions on business combinations and stockholder vote requirements contained in Section 203 of the DGCL and any other applicable law with respect to a “moratorium,” “control share acquisition,” “business combination,” “fair price” or other forms of anti-takeover laws or regulations that may purport to be applicable will not apply with respect to or as a result of the Merger, this Agreement, and the Transactions (as defined below) and Georgeson Shareholders Xxxxxxxxxtion Inc. (v) agreed and authorized that the "Information Agent")Merger be governed by Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer. The Fund has mailed materials Table of Contents More complete descriptions of the Company Board’s reasons for recommending that the Company’s stockholders accept the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to and tender their Shares should either: to Purchaser pursuant to the Offer, and for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger (1collectively, the “Transactions”), are set forth in the Company’s Solicitation/Recommendation Statement on the Schedule 14D-9 (the “Schedule 14D-9”) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it that is being mailed to you together with this Offer to Purchase. Stockholders should carefully read the Shares (in proper certificated or uncertificated form) and any other documents required by the Letter of Transmittal; or (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered information set forth in the name Schedule 14D-9, including the information set forth in Item 4 under the sub-headings “Background of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm the Offer and Merger” and “Reasons for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----Recommendation.”

per Share. During The Private Placement Warrants are substantially similar to the pendency of Warrants included in the Offer, current NAV quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at wxx.xxxxxxxxx.xom, a wexxxxx xxxxxxxxx xnformation for closed-end funds managed by CSAM. Tendering shareholders will not be obliged to pay brokerage fees or commissions orUnits, except as set forth described in Instruction 7 the Time of Sale Prospectus. The Company has entered into a Registration Rights Agreement, dated as of [•], with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Letter of TransmittalFounder Shares, stock transfer taxes on the purchase of Private Placement Warrants and the Shares by underlying the Fund pursuant Private Placement Warrants and the warrants (which will be substantially similar to the OfferPrivate Placement Warrants) that may be issued upon conversion of working capital loans. The Fund will pay all charges Company has caused to be duly executed and expenses delivered a letter agreement, dated as of EquiServe Trust [•], by and among the Sponsor and each of the Company’s officers and directors, N.A. substantially in the form filed as Exhibit 10.1 to the Registration Statement (the "Depositary") and Georgeson Shareholders Xxxxxxxxxtion Inc. (the "Information Agent"“Insider Letter”). The Fund Company has mailed materials for the Offer to record holders on or about October 24, 2001. THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 4. IMPORTANT INFORMATION Shareholders who desire to tender their Shares should either: (1) properly complete and sign the Letter of Transmittal, provide thereon the original of any required signature guarantee(s) and mail or deliver it together filed with the Shares Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in proper certificated the form first used to confirm sales of Securities (or uncertificated form) and any other documents required in the form first made available to the Underwriters by the Letter Company to meet requests of Transmittal; or purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional Units pursuant to Rule 462(b) under the Securities Act (2) request their broker, dealer, commercial bank, trust company or other nominee to effect the transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Fund reserves the absolute right to reject tenders determined not to be in appropriate form. If you do not wish to tender your Shares, you need not take any action. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR CREDIT SUISSE ASSET MANAGEMENT, LLC, THE FUND'S INVESTMENT ADVISOR ("CSAM"“Rule 462 Registration Statement”), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE FUND, ITS BOARD OF DIRECTORS OR CSAM AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF DIRECTORS OR CSAM. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISERS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES. EQUISERVE TRUST COMPANY, N.A., DEPOSITARY BY REGISTERED, CERTIFIED OR EXPRESS MAIL OR OVERNIGHT COURIER: EquiServe Trust Company, N.A. Attn: Corporate Actions 40 Campanelli Drive XX XXXXX XXXXX XAIL: Braintree, MA 02184 BY HAND: EquiServe Trust Company, N.A. Securities Transfer & Attn: Corporate Actions Reporting Services, Inc. P.O. Box 43025 c/o EquiServe Trust Company, N.A. Providence, RI 02940-3000 100 William Street, Galxxxxx Xxx York, NY 10038 GEORGESON SHAREHOLDER CXXXXXXXXXIONS INC. INFORMATION AGENT TELEPHONE NUMBER: (800) 498-2621 TABLE OF CONTENTS PAGE -----then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.