Common use of Conditions of the Offer Clause in Contracts

Conditions of the Offer. At the date and time at which the Merger becomes effective (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal to the Offer Price, without interest and subject to any required withholding of taxes (the “Merger Consideration”), payable to the holder thereof upon (i) surrender of the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately prior to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if the exercise price is equal to or greater than the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of Shares subject to such Aimmune RSU; and (iii) all Aimmune Equity Plans will be terminated. Pursuant to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior to the Effective Time and (b) October 13, 2020 (the “Final Exercise Date”), (ii) provide that no further offering periods shall commence under the ESPP on or following the Final Exercise Date, and (iii) terminate the ESPP as of the Effective Time, subject to the closing of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the terms of the ESPP and any outstanding Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified in the Merger Agreement are satisfied or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following the consummation of the Merger, Aimmune will become a wholly-owned subsidiary of Nestlé. No appraisal rights are available in connection with the Offer. However, under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the Merger. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal Rights.”

Conditions of the Offer. At the date ​ For purposes of this Section 15, capitalized terms used in this Section 15 and time at which defined in the Merger becomes effective Agreement have the meanings set forth in the Merger Agreement, a copy of which is filed as Exhibit (d)(1) of the “Effective Time”), each Share outstanding Schedule TO and is incorporated herein by reference. The obligation of Merger Sub to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction (or waiver by Parent or Merger Sub as described below) of the conditions below as of immediately prior to the Effective Time (other than Shares held by holders who are entitled Expiration Time. Merger Sub is not required to appraisal rights under Section 262 accept for payment or, subject to any applicable rules and regulations of the DGCL and have complied with all SEC (including Rule 14e-l(c) promulgated under the provisions Exchange Act relating to the obligation of Merger Sub to pay for or return tendered Shares promptly after termination or withdrawal of the DGCL concerning the rights of holders of Offer) pay for any Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal that are validly tendered pursuant to the Offer Price, without interest and subject to any required withholding of taxes (the “Merger Consideration”), payable not validly withdrawn prior to the holder thereof upon (i) surrender expiration of the certificate formerly representingOffer, transfer and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Merger Agreement, in the event that, as of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately prior to the Effective Expiration Time. The , the following conditions to the offer have not been satisfied or waived by Parent or Merger Agreement Sub (to the extent such waiver is more fully described in “Special Factors—Section 6. Summary permitted by applicable Law): • the expiration or termination of the Merger Agreement.” The principal U.S. federal income tax consequences of waiting period (and extensions thereof) applicable to the sale of Shares Transactions under the HSR Act shall not have expired or been terminated or there shall be in the Offer effect any voluntary agreement between Parent and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of Company, on the Offer one hand, and the Merger.” We recommend that FTC or the Unaffiliated Stockholders consult their tax advisors regarding DOJ, on the tax consequences of other hand, pursuant to which Parent and the receipt of cash for Shares in connection with Company have agreed not to consummate the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) Merger or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (any required consents applicable to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender Transactions under the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may Foreign Antitrust Laws shall not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if the exercise price is equal to or greater than the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable have been obtained (the “Aimmune Equity PlansAntitrust Clearance Condition”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) ​ • there be validly tendered and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of Shares subject to such Aimmune RSU; and (iii) all Aimmune Equity Plans will be terminated. Pursuant to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior to the Effective Time and (b) October 13, 2020 (the “Final Exercise Date”), (ii) provide that no further offering periods shall commence under the ESPP on or following the Final Exercise Date, and (iii) terminate the ESPP as of the Effective Time, subject to the closing of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares not validly withdrawn in accordance with the terms of the ESPP Offer, and any outstanding Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01, 3.02 and 3.03 of the Merger Agreement. For the factors considered “received” by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.depository” If Purchaser consummates for the Offer and the conditions to the Merger specified (as such terms are defined in the Merger Agreement are satisfied or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL andDGCL), following a number of Shares that, together with the consummation other Shares then owned by Parent, Merger Sub and their respective affiliates (if any) (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” by the “depository” for the Offer, as such terms are defined in Section 251(h)(6) of the MergerDGCL), Aimmune will become a whollyrepresents at least one (1) Share more than fifty percent (50%) of the total number of then-owned subsidiary outstanding Shares (the “Minimum Condition”); ​ • no governmental authority of Nestlé. No appraisal rights are available competent jurisdiction shall have (A) enacted, issued or promulgated any law that is in connection with effect as of immediately prior to the Expiration Time and has the effect of making the Offer. However, under the DGCLacquisition of Shares by Parent or Merger Sub, stockholders who make a proper demand for appraisal, continuously hold their Shares through or the Effective Time and fulfill certain other requirements Merger illegal or which has the effect of the DGCL will have appraisal rights in connection with the Merger. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé prohibiting or its affiliates. As of the date of this Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to otherwise preventing the consummation of the Offer). If the Merger occurs, the acquisition of Shares owned by Nestlé Parent or Purchaser Merger Sub, or the Merger, or (B) issued or granted any order that is in effect as of immediately prior to the Effective Expiration Time will and has the effect of making the Offer, the acquisition of ​ TABLE OF CONTENTS the Shares by Parent or Merger Sub, or the Merger illegal or which has the effect of prohibiting or otherwise preventing the consummation of the Offer or the Merger or the acquisition of Shares by Parent or Merger Sub (the “No Legal Restraint Condition”); • there shall not be acquired for existing any pending legal proceeding under any Antitrust Law brought by any governmental authority of competent and applicable jurisdiction that challenges or seeks to make illegal, prohibit or otherwise prevent the Offer Price and will be automatically cancelled and cease to exist. If consummation of the Offer, the acquisition of the Shares by Parent or Merger Sub or the Merger occurs, then Shares that are held (the “No Antitrust Proceedings Condition”); ​ • the representations and warranties of the Company contained in Section 4.8 of the treasury Merger Agreement shall be true and correct in all respects as of Aimmune or owned by any wholly owned subsidiary the date of Aimmune the Merger Agreement and as of immediately prior to the Effective Expiration Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject as though made as of such time (except to the prior satisfaction or waiver extent expressly made as of an earlier date, in which case as of such earlier date); ​ • the representations and warranties of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendmentCompany contained in Section 4.2(a), we will accept for payment Section 4.2(b) and pay for any Section 4.2(c), shall be true and correct in all Shares held by respects as of the Unaffiliated Stockholders validly tendered in accordance with date of the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” Merger Agreement and not properly and validly withdrawn as of immediately prior to the Expiration Date Time as though made as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for any de minimis inaccuracies; ​ • the representations and warranties of the Company contained in Section 4.1, Section 4.2 (other than Section 4.2(a), Section 4.2(b) and Section 4.2(c)), Section 4.3, Section 4.4, Section 4.5, Section 4.10, Section 4.25 and Section 4.26 (without giving effect to any qualification as to “materiality” or “Company Material Adverse Effect” qualifiers or similar limitations set forth therein) shall be true and correct in all material respects as of the date of the Merger Agreement and as of immediately prior to the Expiration Time as though made as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); ​ • all other representations and warranties of the Company contained in Article IV or Section 8.1 of the Merger Agreement (without giving effect to any qualification as to “materiality” or “Company Material Adverse Effect” qualifiers or similar limitations set forth therein) shall be true and correct in all respects as of the date of the Merger Agreement and as of immediately prior to the Expiration Time as though made at and as of such time (except to the extent expressly made as of an earlier date, in which case, as of such earlier date), except where the failure to be so true and correct would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect; ​ • the Company shall have complied with and performed in all material respects all agreements and covenants to be performed, and complied with, by it under the Merger Agreement at or prior to the Expiration Time; ​ • since the date of the Merger Agreement, there shall not have occurred and be continuing a Company Material Adverse Effect; ​ • the Company shall have delivered to Parent a certificate, signed on behalf of the Company by its chief executive officer, certifying that the conditions set forth in the fifth through tenth bullets above have been duly satisfied as of immediately prior to the Expiration Time (the “Certificate Condition”); and ​ • the Merger Agreement shall not have been terminated in accordance with its terms (the procedures set forth “Termination Condition”). ​ The foregoing conditions are for the sole benefit of Parent and Merger Sub, may be asserted by Parent or Merger Sub and may be waived by Parent or Merger Sub in “whole or in part at any time and from time to time prior to the Acceptance Time in the sole discretion of Parent or Merger Sub, subject, in each case, to the terms of the Merger Agreement and the applicable rules and regulations of the SEC. The Tender Offer—Section 4failure by Parent or Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Withdrawal Rights.”TABLE OF CONTENTS​

Conditions of the Offer. At Notwithstanding any other provisions of the date Offer and time at which subject to the provisions of the Merger becomes effective Agreement and applicable law, the Purchaser will not be required to accept for payment any validly tendered Shares unless: • the number of Shares validly tendered in accordance with the terms of the Offer, and not validly withdrawn, on or prior to the Expiration Date, together with the Shares, if any, then owned by Parent and its affiliates (including the “Effective Time”Purchaser) (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been received), each represent at least one more Share than 50% of the sum (without duplication) of (x) the total number of Shares outstanding at the time of the expiration of the Offer plus (y) the aggregate number of Shares issuable to holders of Company Options from which Everyday Health has received notices of exercise prior to the expiration of the Offer (and as to which Shares have not yet been issued to such exercising holders of Company Options), to the extent that the foregoing Company Options are outstanding immediately prior to Offer Acceptance Time regardless of whether vested or otherwise exercisable at or immediately prior to the Offer Acceptance Time, plus (z) the aggregate number of Shares that will be issuable upon the deemed exercise of any warrants to purchase Everyday Health common stock, to the extent that such warrants are outstanding immediately prior to the Effective Offer Acceptance Time and exercisable at or immediately prior to the Offer Acceptance Time; • the representations and warranties made by Everyday Health in the Merger Agreement are true and correct as of the expiration of the Offer, subject to the materiality and other qualifications set forth in the Merger Agreement; • the covenants of Everyday Health contained in the Merger Agreement have been performed or complied with in all material respects prior to the Offer Acceptance Time; Table of Contents • since October 21, 2016, no Company Material Adverse Effect (as defined in Section 13—“Merger Agreement; Other Agreements”) has occurred; • any applicable waiting period (and any extension thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (which we refer to as the “HSR Act”) has expired or terminated; • Everyday Health has provided Parent and the Purchaser with an officer’s certificate regarding the conditions described in the second, third and fourth bullet points above; • no temporary restraining order, preliminary or permanent injunction or other order preventing the acquisition of or payment for Shares pursuant to the Offer having been issued by any court of competent jurisdiction or remaining in effect nor any action having been taken, or any legal requirement or order promulgated, entered, enforced, enacted, issued or deemed applicable to the Offer or the Merger by any governmental body which directly or indirectly prohibits, or makes illegal, the acquisition of or payment for Shares pursuant to the Offer, or the consummation of the Merger; • the Merger Agreement has not been terminated in accordance with its terms; and • holders of Shares representing no more than 15% of the outstanding Shares held by holders who are entitled to have demanded (and not withdrawn) appraisal rights under Section 262 of the DGCL and have complied with all for such Shares. The foregoing conditions (excluding the provisions first bullet point of this section) are for the sole benefit of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”)Purchaser, Shares owned and, except as restricted by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal to the Offer Price, without interest and subject to any required withholding of taxes (the “Merger Consideration”), payable to the holder thereof upon (i) surrender of the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately prior to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as may be asserted by the Purchaser regardless of the Effective Timecircumstances giving rise to any such conditions (other than circumstances giving rise to the failure of such conditions that are solely within the control of Parent or the Purchaser), (i) each Aimmune Option that is outstanding and unexercised immediately may be waived to the extent permitted by applicable law by the Purchaser in their sole discretion in whole or in part at any time and from time to time at or prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if the exercise price is equal to or greater than the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of Shares subject to such Aimmune RSU; and (iii) all Aimmune Equity Plans will be terminated. Pursuant to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior to the Effective Time and (b) October 13, 2020 (the “Final Exercise Date”), (ii) provide that no further offering periods shall commence under the ESPP on or following the Final Exercise Expiration Date, and (iii) terminate the ESPP as of the Effective Time, in each case subject to the closing of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the terms of the ESPP and any outstanding Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) Any reference in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified in Purchase or the Merger Agreement are to a condition or requirement being satisfied or waived, the Merger will be effected pursuant deemed to Section 251(h) be satisfied if such condition or requirement is waived. The failure by the Purchaser at any time to exercise any of the DGCL and, following the consummation of the Merger, Aimmune will become a wholly-owned subsidiary of Nestlé. No appraisal foregoing rights are available in connection with the Offer. However, under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the Merger. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will not be acquired for the Offer Price deemed a waiver of any such right and each such right will be automatically cancelled deemed an ongoing right that may be asserted at any time and cease from time to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune time at or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date Date. Any capitalized term used in accordance with this Section 14—“Conditions of the procedures Offer” and not otherwise defined in this Offer shall have the meaning set forth in “The Tender Offer—Section 4. Withdrawal Rightsthe Merger Agreement.”

Conditions of the Offer. At Notwithstanding any other provisions of the date Offer and time at which the Merger becomes effective (the “Effective Time”), each Share outstanding immediately prior in addition to the Effective Time (other than Shares held by holders who are entitled Purchaser’s rights to appraisal rights under Section 262 of extend, amend or terminate the DGCL and have complied Offer in accordance with all the provisions of the DGCL concerning Merger Agreement and applicable law, the rights of holders of Shares Purchaser will not be required to require appraisal of such Shares (“Dissenting Shares”)accept for payment or, Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal to the Offer Price, without interest and subject to any required withholding applicable rules and regulations of taxes (the “Merger Consideration”)SEC, payable including Rule 14e-1(c) under the Exchange Act, pay for any validly tendered Shares, and may delay the acceptance for payment of or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act, the payment for, any validly tendered Shares if: • the Minimum Condition has not been satisfied at the Expiration Date; • any waiting period under the HSR Act or any timing agreement entered into by Lilly or ImClone with any governmental entity applicable to the holder thereof upon (i) surrender of transactions contemplated by the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) Merger Agreement has not expired or (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately terminated at or prior to the Effective Time. The Expiration Date; • any consents or approvals of, or notices to or filings with, any governmental entity that are required to be obtained or made in connection with the transactions contemplated by the Merger Agreement is more fully described in “Special Factors—Section 6. Summary of under applicable antitrust, competition or similar laws (other than the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in HSR Act), the Offer and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences or any other material consents or approvals of, or material notices to or filings with, any governmental entity having jurisdiction over Lilly, ImClone, their respective subsidiaries or any of the Offer and respective properties, assets, businesses or activities applicable to the Merger.” We recommend that transactions contemplated by the Unaffiliated Stockholders consult their tax advisors regarding Merger Agreement (“Required Governmental Approvals”) shall not have been obtained or made or any waiting period (or extension thereof) shall not have lapsed or been made either unconditionally or on terms reasonably satisfactory to Lilly at or prior to the tax consequences Expiration Date; • at the Expiration Date, there shall be pending or threatened in writing any suit, action or proceeding by any governmental entity of competent jurisdiction against Lilly, the receipt Purchaser, ImClone or any of cash for Shares ImClone’s subsidiaries or otherwise in connection with the Offer or the Merger. The Offer is being made only for : • challenging the acquisition by Lilly or the Purchaser of any Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (pursuant to the extent then vested and exercisable) in accordance with their terms in sufficient time Offer or seeking to tender make illegal, restrain or prohibit the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs making or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, consummation of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if the exercise price is equal to or greater than the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of Shares subject to such Aimmune RSU; and (iii) all Aimmune Equity Plans will be terminated. Pursuant to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior to the Effective Time and (b) October 13, 2020 (the “Final Exercise Date”), (ii) provide that no further offering periods shall commence under the ESPP on or following the Final Exercise Date, and (iii) terminate the ESPP as of the Effective Time, subject to the closing of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the terms of the ESPP and any outstanding Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified in the Merger Agreement are satisfied or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following the consummation of the Merger, Aimmune will become a wholly-owned subsidiary of Nestlé. No appraisal rights are available in connection with the Offer. However, under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the Merger. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal Rights.”49

Conditions of the Offer. At Transition reserves the date right to withdraw the Offer and time at which not take up and pay for any ENI Shares deposited under the Merger becomes effective (Offer unless all of the “Effective Time”)conditions described in the Share Purchase Agreement, each Share outstanding immediately are satisfied or waived prior to the Effective Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal to the Offer Price, without interest and subject to any required withholding of taxes (the “Merger Consideration”), payable to the holder thereof upon (i) surrender of the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately prior to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences expiry of the Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection with the Offer or the MergerPeriod by Transition. The Offer is being made only for Shares and not for options to purchase Shares conditional (“Aimmune Options”unless waived or amended by Transition) or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Optionsupon, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of among other things: (a) the number closing of the purchase of all of the Common Shares Table of Contents that were subject to such Aimmune Option immediately prior owned by the Directors and the Warrant Holder pursuant to the Effective Time and Share Purchase Agreement; and (b) the excess, if any, receipt of the Offer Price over the per share exercise price duly executed letters of such Aimmune Option; provided, however, that if the exercise price is equal acceptance and transmittal from remaining shareholders of ENI who agree to or greater than the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of Shares subject to such Aimmune RSU; and (iii) all Aimmune Equity Plans will be terminated. Pursuant to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior to the Effective Time and (b) October 13, 2020 (the “Final Exercise Date”), (ii) provide that no further offering periods shall commence under the ESPP on or following the Final Exercise Date, and (iii) terminate the ESPP as of the Effective Time, subject to the closing of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the terms of the ESPP and any outstanding Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified in the Merger Agreement are satisfied or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following the consummation of the Merger, Aimmune will become a wholly-owned subsidiary of Nestlé. No appraisal rights are available in connection with accept the Offer. However, under the DGCL, stockholders who make The Offer is not subject to a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements minimum acquisition threshold by Transition. A copy of the DGCL will have appraisal rights in connection with Share Purchase Agreement is available upon request to any shareholder or may be viewed at the Merger. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As offices of the date of this Offer to PurchaseStikeman Elliott LLP, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, solicitors for ENI, at any time during normal business hours up until the Closing Date. The Offer shall remain open until 2:00 p.m. (Toronto time) on March 9, 2006, or such later date or dates as may be fixed by Transition from time to time (the "OFFER PERIOD"). If the Offer does not close in accordance with the terms of this Offer and the Share Purchase agreement within six months after March 9, 2006 (or other date as fixed by Transition) all ENI Shares tendered under the Offer shall be returned to the Vendors. ACQUISITION OF ENI SHARES NOT DEPOSITED If the Offer has been accepted by the holders of not less than 90% of the Common Shares not presently held by Transition, and excluding options such Common Shares have been taken up and paid for by Transition, Transition currently intends to purchase 75,942 Shares held acquire the remaining securities of any such class pursuant to the Compulsory Acquisition provisions of Part 15 of the Business Corporations Act (Ontario) on the same terms on which Transition acquired the securities pursuant to the Offer. If such statutory right of Compulsory Acquisition is not available or if Transition elects not to proceed by way of such statutory right, Transition will consider other means of acquiring, directly or indirectly, all of the securities not deposited under the Offer. Transition will cause the securities acquired under the Offer to be voted in favour of such a transaction and, to the extent permitted under applicable corporate and securities laws, to be counted as part of any shareholder approval that may be required in connection with such transaction. MANNER OF ACCEPTANCE The Offer may be accepted during the Offer Period by depositing or forwarding the Letter of Acceptance and Transmittal attached hereto as Exhibit "B", duly completed and signed, to the registered office of Transition ▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, Suite 4700, Toronto ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Attn: -. In order to the consummation of accept the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Common Shares held by the Unaffiliated Stockholders validly Shareholder must be duly endorsed for transfer and delivered to Transition together with your completed Letter of Acceptance and Transmittal. Transition reserves the right to permit a holder of Common Shares to accept the Offer in a manner other than as set out above. PAYMENT FOR SHARES Upon receipt of the Common Shares, Transition will pay for the Common Shares tendered in acceptance of the Offer by issuing and delivering a certificate representing the number of Up Front Transition Shares to the Vendors who are resident of Canada (the Transition Shares issuable to non-Residents under the Offer shall be held by and dealt with by the Escrow Agent pursuant to the Withholding Tax provisions as set out in Appendix "B" of the Letter of Acceptance). In addition, all Vendors shall receive the Royalty Agreement issuable to the holder in accordance with the procedures set forth Offer in “The Tender Offer—Section 3. Procedures for Tendering Shares” the name and not properly and validly withdrawn prior to the Expiration Date address specified in the Letter of Acceptance and Transmittal. Upon the achievement of a Milestone, Transition will issue and deliver a certificate representing the number of Transition Shares issuable to the holder (based on the then current Transition Market Price) in accordance with the procedures set forth Milestone payment plan as described above. TAX ELECTION Transition will, at the request of the Vendors, jointly elect with each Vendor under subsection 85(1) of the Tax Act with respect to the sale of the Common Shares. Such election will be prepared by each Vendor and filed by each Vendor and Transition in “the form and manner and within the time prescribed by the Tax Act. The Tender Offer—Section 4agreed amount for the purposes of paragraph 85(1)(a) of the Tax Act in respect of each such property will be such amount as is determined by each Vendor within the limits prescribed in the Tax Act. Withdrawal RightsTransition will, at the request of each Vendor, jointly elect with each Vendor under corresponding provisions of applicable provincial income tax legislation with respect to the sale of the Common Shares. This section will apply to the making of any such provincial elections, with necessary changes.”

Conditions of the Offer. At the date (i) The obligations of Merger Sub to (and time at which the of Parent to cause Merger becomes effective Sub to) accept for payment, and pay for, any and all Shares validly tendered (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmunenot validly withdrawn) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal pursuant to the Offer Price, without interest and shall be subject to any required withholding the terms and conditions of taxes this Agreement, including the satisfaction (or to the extent waivable, the waiver by Parent or Merger Sub) of the Minimum Condition and the satisfaction or waiver of the conditions set forth in Annex I (collectively, the “Merger ConsiderationOffer Conditions”), payable to the holder thereof upon (i) surrender of the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or and no other conditions. (ii) book-entry transfer ofMerger Sub expressly reserves the right, such non-certificated Share evidenced in book-entry form immediately prior to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary extent permitted by applicable Law, to (A) increase the amount of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in cash constituting the Offer and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Price and/or (B) waive any Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options Condition (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Optionpermitted under applicable Laws); provided, however, that if without the exercise price is equal to prior written consent of the Company: (1) the Minimum Condition may not be amended or greater than the Offer Pricewaived, the Aimmune Option will be terminated (2) Merger Sub shall not (and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (iiParent shall cause Merger Sub not to) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) decrease the Offer Price multiplied and (3) Merger Sub shall not (and Parent shall cause Merger Sub not to) make any change to the Offer that (u) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (Bv) decreases the number of Shares subject sought to such Aimmune RSU; and be purchased by Merger Sub in the Offer, (iiiw) all Aimmune Equity Plans will be terminated. Pursuant imposes conditions or requirements to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior Offer in addition to the Effective Time and Offer Conditions, (bx) October 13, 2020 except as provided in Section 2.1 (the “Final Exercise Date”c), (ii) provide that no further offering periods shall commence under terminates the ESPP on Offer or following accelerates, extends or otherwise changes the Final Exercise Date, and (iii) terminate the ESPP as Expiration Date of the Effective TimeOffer, subject to the closing or (y) otherwise amends or modifies any of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the other terms of the ESPP and Offer in a manner that adversely affects any outstanding holder of Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01or that would, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified individually or in the Merger Agreement are satisfied aggregate, reasonably be expected to prevent or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following delay the consummation of the Offer or prevent, delay or impair the ability of Parent or Merger Sub to consummate the Offer or the Merger, Aimmune will become a wholly-owned subsidiary or (z) provides for any “subsequent offering period” within the meaning of Nestlé. No appraisal rights are available in connection with the Offer. However, Rule 14d-11 promulgated under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the MergerExchange Act. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this The Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will may not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date (as required to be extended hereby) of the Offer, unless this Agreement is terminated in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal RightsArticle IX.”

Conditions of the Offer. At the date (i) The obligation of Merger Sub to (and time at which the of Parent to cause Merger becomes effective Sub to) accept for payment, and pay for, any and all Shares validly tendered (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmunenot validly withdrawn) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal pursuant to the Offer Price, without interest and shall be subject to any required withholding the terms and conditions of taxes this Agreement, including the satisfaction (or to the extent waivable, the waiver by Parent or Merger Sub) of the conditions set forth in ANNEX I (as they may be amended from time to time in accordance with this Agreement, collectively, the “Offer Conditions”) and not to any other conditions. (ii) Merger Consideration”)Sub expressly reserves the right, payable at any time, to the holder thereof upon (i) surrender of increase the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or Price and (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately prior waive any Offer Condition or make any other changes to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer terms and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences conditions of the Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection not inconsistent with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units terms of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger this Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if without the exercise price is equal to or greater than prior written consent of the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to Company: (A) the Offer Price multiplied by Minimum Condition may not be amended or waived, (B) Merger Sub shall not decrease the Offer Price and (C) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) decreases the number of Shares subject sought to such Aimmune RSU; and be purchased by Merger Sub in the Offer, (iii3) all Aimmune Equity Plans will be terminated. Pursuant imposes conditions or requirements to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior Offer in addition to the Effective Time and Offer Conditions, (b4) October 13, 2020 (the “Final Exercise Date”except as provided in Section 2.1(d), (ii) provide that no further offering periods shall commence under terminates the ESPP on Offer or following accelerates, extends or otherwise changes the Final Exercise Date, and (iii) terminate the ESPP as Expiration Date of the Effective Time, subject to the closing Offer (5) otherwise amends or modifies any of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the other terms of the ESPP and Offer in a manner that adversely affects any outstanding holder of Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01or that would, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified individually or in the Merger Agreement are satisfied aggregate, reasonably be expected to prevent or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following materially delay the consummation of the MergerOffer or prevent, Aimmune will become a wholly-owned subsidiary materially delay or materially impair the ability of Nestlé. No appraisal rights are available in connection with Parent or Merger Sub to consummate the Offer. However, the Merger or the other Transactions, or (6) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the MergerExchange Act. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this The Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will may not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal Rights8.1.”

Conditions of the Offer. At Notwithstanding any other terms or provisions of the date Offer or the Agreement and time at Plan of Merger to which the Merger becomes effective this Annex I is attached (the “Effective TimeAgreement”), each Share Acquisition Sub shall not be obligated to accept for payment, or, subject to the rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Acquisition Sub’s obligation to pay for or return the tendered Company Common Stock and Company Series A Preferred Stock promptly after termination or withdrawal of the Offer), pay for any Company Common Stock and Company Series A Preferred Stock validly tendered (and not withdrawn) pursuant to the Offer (and not theretofore accepted for payment or paid for), unless (i) there shall have been validly tendered and not validly withdrawn shares of Company Common Stock and Company Series A Preferred Stock that, considered together with all other shares of Company Common Stock and Company Series A Preferred Stock (if any) beneficially owned by Parent and its controlled Affiliates (excluding any shares of Company Common Stock and Company Series A Preferred Stock tendered pursuant to guaranteed delivery procedures that have not yet been received), represent one more than 50% of the sum of (x) the total number of shares of Company Common Stock outstanding at the time of the expiration of the Offer, plus (y) solely with respect to any shares of Company Series A Preferred Stock that remain outstanding as of immediately prior to the Effective Acceptance Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 but, for the avoidance of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune) willdoubt, without any further action on the part of the holder of such Share, be duplication with respect to Company Series A Preferred Stock that have converted into the right to receive a price per Share equal shares of Company Common Stock), the total number of shares of Company Common Stock into which such outstanding shares of Company Series A Preferred Stock are convertible, plus (z) the total number of shares of Company Common Stock that the Company would be required to issue upon conversion, settlement, exchange or exercise of all options, warrants, rights or securities outstanding at the time of the expiration of the Offer Pricethat are convertible, exchangeable or exercisable into share of Company Common Stock (whether then outstanding or for which the conversion, settlement, exchange or exercise date has already occurred, but in any event without interest and subject to any required withholding of taxes duplication) (such condition, the “Merger ConsiderationCommon Stock Minimum Condition”), payable to the holder thereof upon (i) surrender of the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or (ii) book-entry transfer ofthere shall have been validly tendered and not validly withdrawn shares of Company Series A Preferred Stock that, such non-certificated Share evidenced in book-entry form considered together with all other shares of Company Series A Preferred Stock (if any) beneficially owned by Parent and its controlled Affiliates (excluding any shares of Company Series A Preferred Stock tendered pursuant to guaranteed delivery procedures that have not yet been received), represent one more than 50% of the sum of the total number of shares of Company Series A Preferred Stock that remain outstanding as of immediately prior to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary Acceptance Time (but, for the avoidance of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger.” We recommend doubt, without duplication with respect to Company Series A Preferred Stock that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be have converted into the right to receive a cash payment, less any required withholding, equal to the product shares of Company Common Stock) (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if the exercise price is equal to or greater than the Offer Pricecondition, the Aimmune Option will be terminated “Preferred Stock Minimum Condition”, and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 together with the Common Stock PlanMinimum Condition, as applicable (the “Aimmune Equity PlansMinimum Condition”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) the Offer Price multiplied by (B) the number of Shares subject to such Aimmune RSU; and (iii) all Aimmune Equity Plans will be terminated. Pursuant to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior to the Effective Time and (b) October 13, 2020 (the “Final Exercise Date”), (ii) provide that no further offering periods shall commence under the ESPP on or following the Final Exercise Date, and (iii) terminate the ESPP as of the Effective Time, subject to the closing of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the terms of the ESPP waiting period (and any outstanding Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”extension thereof) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified in the Merger Agreement are satisfied or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following the consummation of the Merger, Aimmune will become a wholly-owned subsidiary of Nestlé. No appraisal rights are available in connection with the Offer. However, under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the Merger. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior applicable to the consummation of the Offer). If Offer and the Merger occurs, under the Shares owned by Nestlé HSR Act shall have expired or Purchaser immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal Rightsbeen terminated.”

Conditions of the Offer. At the date (i) The obligation of Merger Sub to (and time at which the of Parent to cause Merger becomes effective Sub to) accept for payment, and pay for, any and all shares of Company Common Stock validly tendered (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmunenot validly withdrawn) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal pursuant to the Offer Price, without interest and shall be subject to any required withholding the terms and conditions of taxes this Agreement, including the satisfaction (or to the extent waivable, the waiver by Parent or Merger Sub) of the conditions set forth in Annex A (as they may be amended from time to time in accordance with this Agreement, collectively, the “Merger ConsiderationOffer Conditions”). (ii) Merger Sub expressly reserves the right, payable at any time, to the holder thereof upon (i) surrender of increase the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or Price and/or (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately prior waive any Offer Condition or make any other changes to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer terms and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences conditions of the Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection not inconsistent with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units terms of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger this Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if without the exercise price is equal to or greater than prior written consent of the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to Company: (A) the Offer Price multiplied by Minimum Condition may not be amended or waived, (B) Merger Sub shall not decrease the Offer Price and (C) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) decreases the number of Shares subject sought to such Aimmune RSU; and be purchased by Merger Sub in the Offer, (iii3) all Aimmune Equity Plans will be terminated. Pursuant imposes conditions or requirements to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior Offer in addition to the Effective Time and Offer Conditions, (b4) October 13, 2020 (the “Final Exercise Date”except as provided in Section 2.15(d), (ii) provide that no further offering periods shall commence under terminates the ESPP on Offer or following accelerates, extends or otherwise changes the Final Exercise Date, and (iii) terminate the ESPP as Expiration Date of the Effective TimeOffer, subject to the closing or (5) otherwise amends or modifies any of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the other terms of the ESPP and Offer in a manner that adversely affects any outstanding Shares obtained through the exercise holder of such outstanding right shall be treated as set forth in Section 3.01shares of Company Common Stock or that would, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified individually or in the Merger Agreement are satisfied aggregate, reasonably be expected to prevent or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following materially delay the consummation of the Offer or prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Offer or the Merger, Aimmune will become a wholly-owned subsidiary or (6) provide any “subsequent offering period” within the meaning of Nestlé. No appraisal rights are available in connection with the Offer. However, Rule 14d-11 promulgated under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the MergerExchange Act. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this The Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will may not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal RightsArticle VIII.”

Conditions of the Offer. At the date (i) The obligation of Merger Sub I to (and time at which the of Parent I to cause Merger becomes effective Sub I to) accept for payment, and pay for, any and all shares of Company Common Stock, Class B Stock or Class C Stock validly tendered (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmunenot validly withdrawn) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal pursuant to the Offer Price, without interest and shall be subject to any required withholding the terms and conditions of taxes this Agreement, including the satisfaction (or to the extent waivable, the waiver by Parent I (on behalf of the Buyer Parties)) of the conditions set forth in ANNEX I (as they may be amended from time to time in accordance with this Agreement, collectively, the “Merger ConsiderationOffer Conditions”), payable ) and not to the holder thereof upon (i) surrender of the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or any other conditions. (ii) book-entry transfer ofMerger Sub I and Parent I expressly reserve the right, such non-certificated Share evidenced in book-entry form immediately prior at any time, to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences of the Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) increase the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time Class A Offer Price, Class B Offer Price or Class C Offer Price and (b) waive any Offer Condition other than the excess, if any, Minimum Condition or Special Majority Condition or make any other changes to the terms and conditions of the Offer Price over not inconsistent with the per share exercise price terms of such Aimmune Optionthis Agreement; provided, however, that if without the exercise price is equal to or greater than prior written consent of the Company: (A) Merger Sub I shall not decrease the Class A Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to (A) the Class B Offer Price multiplied by or Class C Offer Price and (B) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub I pursuant to the Offer, (2) decreases the number of Shares subject shares of Company Common Stock, Company Class B Stock or Company Class C Stock sought to such Aimmune RSU; and be purchased by Merger Sub I in the Offer, (iii3) all Aimmune Equity Plans will be terminated. Pursuant imposes conditions or requirements to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior Offer in addition to the Effective Time and Offer Conditions, (b4) October 13, 2020 (the “Final Exercise Date”except as provided in Section 2.1(d), (ii) provide that no further offering periods shall commence under terminates the ESPP on Offer or following accelerates, extends or otherwise changes the Final Exercise Date, and (iii) terminate the ESPP as Expiration Date of the Effective TimeOffer, subject to the closing (5) otherwise amends or modifies any of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the other terms of the ESPP and Offer in a manner (x) that adversely affects any outstanding Shares obtained through the exercise holder of such outstanding right shall be treated as set forth in Section 3.01Company Common Stock, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune BoardCompany Class B Stock, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 Company Class C Stock or Holdings Units or (the “Schedule 14D-9”y) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offerthat would, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified individually or in the Merger Agreement are satisfied aggregate, reasonably be expected to prevent or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following materially delay the consummation of the MergerOffer or the Mergers or prevent or materially delay the ability of the Buyer Parties to consummate the Offer or the Mergers, Aimmune will become a wholly-owned subsidiary or (6) provide any “subsequent offering period” within the meaning of Nestlé. No appraisal rights are available in connection with the Offer. However, Rule 14d-11 promulgated under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the MergerExchange Act. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this The Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will may not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date (or any rescheduled Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal Rights8.1.”

Conditions of the Offer. At The obligation of Merger Sub to (and of Parent to cause Merger Sub to) accept for payment, and pay for, any and all Shares validly tendered (and not validly withdrawn) pursuant to the date Offer shall be subject to the terms and conditions of this Agreement, including the satisfaction (or to the extent waivable, the waiver by Parent or Merger Sub in their sole discretion) of the conditions set forth in Annex I (as they may be amended from time at which the Merger becomes effective (to time in accordance with this Agreement, collectively, the “Effective TimeOffer Conditions”)) and not to any other conditions. Merger Sub expressly reserves the right, each Share outstanding immediately prior at any time, to the Effective Time (other than Shares held by holders who are entitled to appraisal rights under Section 262 of the DGCL and have complied with all the provisions of the DGCL concerning the rights of holders of Shares to require appraisal of such Shares (“Dissenting Shares”), Shares owned by Nestlé or Purchaser or Shares held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmunei) will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal to increase the Offer Price, without interest and subject to any required withholding of taxes (the “Merger Consideration”), payable to the holder thereof upon (i) surrender of the certificate formerly representing, transfer of Direct Registration Book-Entry Share (as defined in this Offer to Purchase) or (ii) book-entry transfer of, such non-certificated Share evidenced in book-entry form immediately prior waive any Offer Condition or (iii) make any other changes to the Effective Time. The Merger Agreement is more fully described in “Special Factors—Section 6. Summary of the Merger Agreement.” The principal U.S. federal income tax consequences of the sale of Shares in the Offer terms and the Merger are described in “The Tender Offer—Section 5. Material United States Federal Income Tax Consequences conditions of the Offer and the Merger.” We recommend that the Unaffiliated Stockholders consult their tax advisors regarding the tax consequences of the receipt of cash for Shares in connection not inconsistent with the Offer or the Merger. The Offer is being made only for Shares and not for options to purchase Shares (“Aimmune Options”) or restricted stock units terms of Aimmune (“Aimmune RSUs”) or performance stock units of Aimmune (“Aimmune PSUs”). If a holder of Aimmune Options wishes to tender Shares subject to such Aimmune Options, he or she must first exercise the Aimmune Options (to the extent then vested and exercisable) in accordance with their terms in sufficient time to tender the Shares received into the Offer. Aimmune RSUs and Aimmune PSUs may not be tendered unless such Aimmune RSUs or Aimmune PSUs vest and settle into Shares in accordance with their terms in sufficient time to tender the resulting Shares into the Offer. Pursuant to the Merger this Agreement, as of the Effective Time, (i) each Aimmune Option that is outstanding and unexercised immediately prior to the Effective Time will vest in full, terminate and be converted into the right to receive a cash payment, less any required withholding, equal to the product of (a) the number of Shares Table of Contents that were subject to such Aimmune Option immediately prior to the Effective Time and (b) the excess, if any, of the Offer Price over the per share exercise price of such Aimmune Option; provided, however, that if without the exercise price is equal to or greater than prior written consent of the Offer Price, the Aimmune Option will be terminated and cancelled for no payment as provided under Aimmune’s 2015 Equity Incentive Award Plan and 2013 Stock Plan, as applicable (the “Aimmune Equity Plans”); (ii) each Aimmune RSU that is outstanding immediately prior to the Effective Time will vest in full (which, for each Aimmune performance share unit (“Aimmune PSU”), will assume that all performance vesting conditions have been met) and will terminate and be converted into the right to receive a cash payment, less any required withholding, equal to Company: (A) the Offer Price multiplied by Minimum Condition may not be amended or waived, (B) Merger Sub shall not decrease the Offer Price and (C) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) reduces the number of Class A Shares subject to such Aimmune RSU; and be purchased in the Offer to less than that required to satisfy the Minimum Condition, (iii3) all Aimmune Equity Plans will be terminated. Pursuant imposes conditions or requirements to the Merger Agreement, the Aimmune Board will take such action as may be necessary under Aimmune’s 2015 Employee Stock Purchase Plan (the “ESPP”) to (i) terminate all offering periods under the ESPP as of no later than the earlier of (a) the date that is seven (7) days prior Offer in addition to the Effective Time and (b) October 13, 2020 (the “Final Exercise Date”)Offer Conditions, (ii4) provide that no further offering periods shall commence under except as provided in this Section 1.1, terminates the ESPP on Offer or following accelerates, extends or otherwise changes the Final Exercise Date, and (iii) terminate the ESPP as Expiration Date of the Effective TimeOffer, subject to the closing (5) otherwise amends or modifies any of the Merger. On the Final Exercise Date, each outstanding right under the ESPP will be exercised for the purchase of Shares in accordance with the other terms of the ESPP and Offer in a manner that adversely affects any outstanding holder of Class A Shares obtained through the exercise of such outstanding right shall be treated as set forth in Section 3.01or that would, 3.02 and 3.03 of the Merger Agreement. For the factors considered by the Aimmune Board, see Aimmune’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offer, a copy of which (without certain exhibits) is being furnished to Aimmune stockholders concurrently herewith. See “Special Factors—Section 3. The Recommendation by the Board of Directors of Aimmune.” If Purchaser consummates the Offer and the conditions to the Merger specified individually or in the Merger Agreement are satisfied aggregate, reasonably be expected to prevent or waived, the Merger will be effected pursuant to Section 251(h) of the DGCL and, following materially delay the consummation of the MergerOffer or prevent, Aimmune will become a wholly-owned subsidiary materially delay or materially impair the ability of Nestlé. No appraisal rights are available in connection with Parent or Merger Sub to consummate the Offer. However, the Merger or the other Transactions, or (6) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the DGCL, stockholders who make a proper demand for appraisal, continuously hold their Shares through the Effective Time and fulfill certain other requirements of the DGCL will have appraisal rights in connection with the MergerExchange Act. See “Special Factors—Section 7. Appraisal Rights; Rule 13e-3.” No offer is being made for any Shares that are owned by Nestlé or its affiliates. As of the date of this The Offer to Purchase, Nestlé and its affiliates owned 12,737,305 Shares (consisting of 12,727,113 Shares held by Nestlé Table of Contents and 10,192 Shares held by ▇▇▇▇ ▇▇▇▇▇, and excluding options to purchase 75,942 Shares held by ▇▇▇▇ ▇▇▇▇▇ and Shares underlying the 525,634 shares of Series A Convertible Preferred Stock owned by Nestlé (none of which will be converted prior to the consummation of the Offer). If the Merger occurs, the Shares owned by Nestlé or Purchaser immediately prior to the Effective Time will may not be acquired for the Offer Price and will be automatically cancelled and cease to exist. If the Merger occurs, then Shares that are held in the treasury of Aimmune or owned by any wholly owned subsidiary of Aimmune immediately prior to the Effective Time will not be acquired for the Offer Price and will be automatically cancelled and cease to exist. Upon the terms and subject to the prior satisfaction or waiver of the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for any and all Shares held by the Unaffiliated Stockholders validly tendered in accordance with the procedures set forth in “The Tender Offer—Section 3. Procedures for Tendering Shares” and not properly and validly withdrawn prior to the Expiration Date (or any rescheduled or extended Expiration Date) of the Offer, unless this Agreement is terminated in accordance with the procedures set forth in “The Tender Offer—Section 4. Withdrawal RightsArticle VIII.”