Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of November 11, 2018 (the “Agreement”) by and among AGC Singapore Pte Ltd., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and wholly owned Subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“BBX Intermediate”), Host Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of BBX Intermediate (“Merger Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box Corporation, a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Shares promptly after termination or withdrawal of the Offer)), pay for any Shares that are validly tendered pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, as of immediately prior to the Expiration Time, the Minimum Condition has not been satisfied or any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of November 1110, 2018 2015 (the “Agreement”) ), by and among AGC Singapore Pte Ltd.The Kroger Co., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware an Ohio corporation and wholly owned Subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“BBX Intermediate”), Host KS Merger Sub Inc., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of BBX Intermediate Parent (“Merger Acquisition Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box Corporation▇▇▇▇▇▇’▇, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), ) and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to in the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, as of immediately at or prior to the Expiration Time, expiration of the Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition has shall not have been satisfied satisfied; or (C) any of the following shall have occurred and continue to existexist as of immediately prior to the expiration of the Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of November 11October 10, 2018 2011 (the “Agreement”) by and among AGC Singapore Pte Ltd.ARRIS Group, a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and wholly owned Subsidiary of Top Parent (“Parent”), BBX Inc.Amsterdam Acquisition Sub, a Delaware corporation and wholly owned Subsidiary of Parent (“BBX Intermediate”), Host Merger Sub Inc., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of BBX Intermediate Parent (“Merger Acquisition Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box CorporationBigBand Networks, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend extend, terminate or modify the Offer pursuant to the terms and conditions of the Agreement, Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to in the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, as of immediately at or prior to the Expiration Time, expiration of the Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition has shall not have been satisfied satisfied; or (C) any of the following shall have occurred and continue to existexist as of immediately prior to the expiration of the Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of November 11July 20, 2018 2016 (the “Agreement”) by and among AGC Singapore Pte Ltd.Galenica AG, a public limited company organized existing under the laws of Singapore Switzerland (“Top Parent”), BBX Main Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and wholly owned Subsidiary subsidiary of Parent (“BBX Intermediate”), Host Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of BBX Intermediate (“Merger Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box CorporationRelypsa, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, as of immediately prior to the Expiration Time, Time (A) the Minimum Condition has not been satisfied satisfied, (B) any waiting period (and extensions thereof) applicable to the transactions contemplated by the Agreement under the HSR Act shall not have expired or been terminated, or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of November 1114, 2018 2010 (the “Agreement”) by and among AGC Singapore Pte Ltd.E▇▇ ▇▇▇▇▇▇▇▇▇▇▇, a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware Massachusetts corporation and wholly owned Subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“BBX Intermediate”), Host Electron Merger Sub Inc.Corporation, a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of BBX Intermediate Parent (“Merger Acquisition Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box CorporationIsilon Systems, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to in the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, as of immediately at or prior to the Expiration Timeexpiration of the Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated, and any clearances, consents, approvals, orders and authorizations of Governmental Authorities required by the Antitrust Laws of the United States shall not have been obtained (the “Antitrust Condition”); (B) the Minimum Condition has shall not have been satisfied satisfied; or (C) any of the following shall have occurred and continue to existexist as of immediately prior to the expiration of the Offer:

CONDITIONS TO THE OFFER. Notwithstanding any other provision of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of November 11June 23, 2018 2016 (the “Agreement”) by and among AGC Singapore Pte Ltd.Incipio, a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc.LLC, a Delaware corporation and wholly owned Subsidiary of Top Parent limited liability company (“Parent”), BBX Inc.Powder Merger Sub, a Delaware corporation and wholly owned Subsidiary of Parent (“BBX Intermediate”), Host Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary subsidiary of BBX Intermediate Parent (“Merger Acquisition Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box CorporationSkullcandy, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer Offer, and may extend, terminate or amend the Offer, in each case, only to the extent provided by the Agreement, in the event that, as of immediately prior to the Expiration Time, expiration of the Offer (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition has shall not have been satisfied satisfied; or (C) any of the following shall have occurred and continue to exist:

CONDITIONS TO THE OFFER. Notwithstanding any other provision provisions of the Offer, but subject to compliance with the terms and conditions of that certain Agreement and Plan of Merger, dated as of November 11July 1, 2018 2014 (the “Agreement”) by and among AGC Singapore Pte Ltd.The Kroger Co., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware an Ohio corporation and wholly owned Subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“BBX Intermediate”), Host Merger Sub Inc.Vigor Acquisition Corp., a Delaware corporation and a wholly wholly-owned Subsidiary subsidiary of BBX Intermediate Parent (“Merger Acquisition Sub”; together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”), and Black Box Corporation▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in this Annex A shall have the respective meanings ascribed thereto in the Agreement), and in addition to (and not in limitation of) the rights and obligations of Merger Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Merger Acquisition Sub shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Merger Acquisition Sub to pay for or return tendered Company Shares promptly after termination or withdrawal of the Offer)), pay for any Company Shares that are validly tendered pursuant to in the Offer and not validly withdrawn prior to the expiration of the Offer in the event that, as of immediately at or prior to the Expiration Time, expiration of the Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not have expired or been terminated; (B) the Minimum Condition has shall not have been satisfied satisfied; or (C) any of the following shall have occurred and continue to existexist as of immediately prior to the expiration of the Offer: