Common use of Determination of Validity Clause in Contracts

Determination of Validity. All questions as to the form of documents and validity, eligibility (including time of receipt) and acceptance for payment of any tender of BACs will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form, or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender of BACs of any particular BACs holder whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of BACs will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of the Purchaser, any of its affiliates or assigns, if any, the Information Agent/Depositary or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and validity, eligibility (including time of receipt) and acceptance for payment of any tender of BACs will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form, or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender of BACs of any particular BACs holder whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary Purchaser which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of BACs will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of the Purchaser, any of its affiliates or assigns, if any, the Information Agent/Depositary or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs will Shares, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any Share certificates, shall be determined resolved by the Purchaser, in its sole reasonable discretion, whose determination shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by it not to be in proper form, or the acceptance of complete form or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer irregularities or any defect or irregularity in any tender of BACs of any particular BACs holder whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstratesconditions, to the satisfaction of the and Purchaser, such person's status as an assignee of a BAC. The Purchaser's ’s interpretation of the terms and conditions of Offer, the Offer (including to Purchase, the Letter of Transmittal and the instructions theretothereto and the Notice of Guaranteed Delivery (including the determination of whether any tender is complete and proper) will shall be final and binding. Notwithstanding the foregoing, stockholders of Science 37 may challenge a determination made by ▇▇▇▇▇▇▇▇▇ in a court of competent jurisdiction and a final, non-appealable order or judgment of a court of competent jurisdiction will be final and binding on all parties. No tender of BACs Shares will be deemed to have been validly made until all defects and or irregularities with respect to such tender relating thereto have been cured or waived. None of the Purchaser, any of its affiliates or assignsParent, if anythe Depositary, the Information Agent/Depositary , Science 37 or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above No alternative, conditional or contingent tenders will constitute a binding agreement between the tendering BACs holder be accepted and the Purchaser upon the terms and subject to the conditions of the Offerno fractional Shares will be purchased.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaser, Purchaser in its sole and absolute discretion, whose which determination shall will be final and binding on all partiesbinding, subject to the rights of the tendering holders of Shares to challenge Purchaser’s determination in a court of competent jurisdiction. The Purchaser reserves the absolute right to reject any or and all tenders determined by it Purchaser not to be in proper form, form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's counsel’s opinion, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any TABLE OF CONTENTS​ defect or irregularity in any the tender of BACs any Shares of any particular BACs holder stockholder whether or not similar defects or irregularities are waived in the case of any other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingstockholder. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender relating thereto have been cured or waived. None of the PurchaserParent, Purchaser or any of its their respective affiliates or assigns, if anythe Depositary, the Information Agent/Depositary , or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment ’s interpretation of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offer) will be final and binding, subject to the conditions rights of the Offertendering holders of Shares to challenge Purchaser’s determination in a court of competent jurisdiction.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender tendered Shares pursuant to any of BACs the procedures described above will be determined by the Purchaser, Purchaser in its sole reasonable discretion, whose which determination shall will be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of Shares determined by it not to be in proper formform or if the acceptance for payment of, or the acceptance of or payment for which for, such Shares may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in any tender of BACs with respect to Shares of any particular BACs holder shareholder, whether or not similar defects or irregularities are waived in the case of other BACs holdersshareholders. Assignee Status. Assignees must provide documentation to In such event the Information Agent/Depositary which demonstratesPurchaser will, to if required, extend the satisfaction Offer in accordance with the applicable regulations of the Purchaser, such person's status as an assignee SEC. No tender of a BACShares will be deemed to have been validly made until all defects and irregularities have been cured or waived. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of BACs will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of the Parent, the Purchaser, any of its affiliates or assignsthe Company, if anythe Dealer Manager, the Depositary, the Information Agent/Depositary Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Appointment As Proxy. By executing a Letter of Transmittal as set forth above, a tendering shareholder irrevocably appoints designees of the Purchaser as such shareholder's proxies, each with full power of substitution, to the fullest extent of such shareholder's rights with respect to the Shares tendered by such shareholder and accepted for payment by the Purchaser (and any and all noncash dividends, distributions, rights, other Shares, or other securities issued or issuable in respect of such Shares). All such proxies shall be considered coupled with an interest in the tendered Shares. This appointment will be effective if, when, and only to the extent that the Purchaser accepts such Shares for payment pursuant to the Offer. Upon such acceptance for payment, all prior proxies given by such shareholder with respect to such Shares and other securities will, without further action, be revoked, and no subsequent proxies may be given. The designees of the Purchaser will, with respect to the Shares and other securities for which the appointment is effective, be empowered to exercise all voting and other rights of such shareholder as they in their sole discretion may deem proper at any annual, special, adjourned or postponed meeting of the Company's shareholders, by written consent or otherwise, and the Purchaser reserves the right to require that, in order for Shares or other securities to be deemed validly tendered, immediately upon the Purchaser's acceptance for payment of such Shares, the Purchaser must be able to exercise full voting rights with respect to such Shares. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO PAYMENT TO CERTAIN SHAREHOLDERS OF THE PURCHASE PRICE FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH SUCH SHAREHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT SUCH SHAREHOLDER IS NOT SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE FORM W-9 IN THE LETTER OF TRANSMITTAL. IF BACKUP WITHHOLDING APPLIES WITH RESPECT TO A SHAREHOLDER, THE DEPOSITARY IS REQUIRED TO WITHHOLD 31% OF ANY PAYMENTS MADE TO SUCH SHAREHOLDER. SEE INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL. The Purchaser's acceptance for payment of BACs Shares tendered pursuant to the procedures described above Offer will constitute a binding agreement between the tendering BACs holder shareholder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and validity, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form, form or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer (other than the requirement that at least a majority of the Shares not held by the Purchaser or the Investor Group be tendered in the Offer which can only be waived with the approval of the Special Committee) or any defect or irregularity in any tender of BACs Shares of any particular BACs holder stockholder whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BACstockholders. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of the Purchaser, Purchaser or any of its affiliates or assigns, if any, the Depositary, the Information Agent/Depositary Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering BACs holder stockholder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs will Shares, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any certificate of Shares, shall be determined resolved by the Purchaser, in its sole discretion, whose determination shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by it not to be in proper form, or the acceptance of complete form or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer irregularities or any defect or irregularity in any tender of BACs of any particular BACs holder whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstratesconditions, to the satisfaction of and the Purchaser, such person's status as an assignee of a BAC. The Purchaser's ’s interpretation of the terms and conditions of Offer, the Offer (including to Purchase, the Letter of Transmittal and the instructions theretothereto and the Notice of Guaranteed Delivery (including the determination of whether any tender is complete and proper) will shall be final and binding. No tender of BACs Shares will be deemed to have been validly made until all defects and or irregularities with respect to such tender relating thereto have been cured or waived. None of the Purchaser, any of its affiliates or assignsLilly, if anythe Depositary, the Information Agent/Depositary , the Dealer Manager, ImClone or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above No alternative, conditional or contingent tenders will constitute a binding agreement between the tendering BACs holder be accepted and the Purchaser upon the terms and subject to the conditions of the Offerno fractional Shares will be purchased.

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaser, in its sole discretion, whose which determination shall will be final and binding on all parties. The Purchaser reserves the absolute right right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by it Purchaser not to be in proper form, form or the acceptance of or payment for which may, in the opinion of the Purchaser's ’s counsel, be unlawful. The Purchaser also reserves the absolute right to 7 Table of Contents waive any of the conditions of the Offer Offer, except the Minimum Condition and the conditions set forth in subclauses (ii)(a) and (b) of Section 14 — “Conditions of the Offer” (which waiver requires Portec’s prior written consent) or any defect or irregularity in any tender of BACs Shares of any particular BACs holder Portec shareholder, whether or not similar defects or irregularities are waived in the case of other BACs holdersPortec shareholders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such the tender have been cured or waivedwaived by Purchaser. None of the Purchaser▇.▇. ▇▇▇▇▇▇, Purchaser or any of its their respective affiliates or assigns, if anythe Depositary, the Information Agent/Depositary Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaserus, in its our sole discretion, whose which determination shall will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. The Purchaser reserves We reserve the absolute right to reject any or and all tenders determined by it us not to be in proper form, form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any the tender of BACs any Shares of any particular BACs holder stockholder, whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingstockholders. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waivedwaived to our satisfaction. None of the Purchaser, ▇▇▇▇▇ or any of its their respective affiliates or assigns, if anythe Depositary, the Information Agent/Depositary Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement and the rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment the Shares tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without Table of Contents further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The Purchaser's designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of DICE stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of BACs tendered pursuant such Shares, Purchaser must be able to the procedures described above will constitute a binding agreement between the tendering BACs holder exercise full voting, consent and the Purchaser upon the terms other rights with respect to such Shares and subject to the conditions other related securities or rights, including voting at any meeting of the Offerstockholders of DICE.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs will Shares, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any certificate of Shares, shall be determined resolved by the Purchaser, in its sole discretion, whose determination shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by it not to be in proper form, or the acceptance of complete form or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer irregularities or any defect or irregularity in any tender of BACs of any particular BACs holder whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstratesconditions, to the satisfaction of and the Purchaser, such person's status as an assignee of a BAC. The Purchaser's ’s interpretation of the terms and conditions of Offer, the Offer (including to Purchase, the Letter of Transmittal and the instructions theretothereto and the Notice of Guaranteed Delivery (including the determination of whether any tender is complete and proper) will shall be final and binding. No tender of BACs Shares will be deemed to have been validly made until all defects and or irregularities with respect to such tender relating thereto have been cured or waived. None of the Purchaser, any of its affiliates or assignsCytyc, if anythe Depositary, the Information Agent/Depositary , Adeza or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above No alternative, conditional or contingent tenders will constitute a binding agreement between the tendering BACs holder be accepted and the Purchaser upon the terms and subject to the conditions of the Offerno fractional Shares will be purchased.

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaser, in its sole discretion, whose which determination shall will be final and binding on all parties. The Purchaser reserves the absolute right right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by it Purchaser not to be in proper form, form or the acceptance of or payment for which may, in the opinion of the Purchaser's ’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Offer Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in any tender of BACs of Shares by any particular BACs holder stockholder of the Company, whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction stockholders of the Company. Purchaser, such person's status as an assignee of a BAC. The Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such the tender have been cured or waivedwaived by Purchaser. None of the Purchaser14 Table of Contents Parent, Purchaser or any of its their respective affiliates or assigns, if anythe Depositary, the Information Agent/Depositary Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding on all parties. The Purchaser reserves the absolute right right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by it Purchaser not to be in proper form, form or the acceptance of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, except the Minimum Condition (which waiver requires Exa's prior written consent) or any defect or irregularity in any tender of BACs Shares of any particular BACs holder stockholder of Exa, whether or not similar defects or irregularities are waived in the case of other BACs holdersstockholders of Exa. Assignee Status. Assignees must provide documentation All questions as to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingdetermined by Purchaser, in its sole discretion. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such the tender have been cured or waivedwaived by Purchaser. None of the PurchaserDassault Systèmes, Parent, Purchaser or any of its their respective affiliates or assigns, if anythe Depositary, the Information Agent/Depositary Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaser, Purchaser in its sole and absolute discretion, whose which determination shall be final and binding on all parties, subject to the right of any such party to dispute such determination in a court of competent jurisdiction. The Purchaser reserves the absolute right to reject any or and all tenders determined by it not to be in proper form, form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any the tender of BACs any Shares of any particular BACs holder stockholder whether or not similar defects or irregularities are waived in the case of any other BACs holdersstockholder. Assignee StatusNo tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. Assignees must provide documentation to None of Nestlé, Purchaser, the Depositary, the Information Agent/Depositary which demonstratesAgent or any of their respective affiliates or assigns, or any other person will be under any duty to the satisfaction give notification of the any defects or irregularities in tenders, or waiver of such defects or irregularities, or incur any liability for failure to give any such notification. Purchaser, such person's status as an assignee of a BAC. The Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoInstructions thereto and any other documents related to the Offer) will shall be final and binding. No tender of BACs will be deemed to have been validly made until binding on all defects and irregularities with respect to such tender have been cured or waived. None of the Purchaserparties, any of its affiliates or assigns, if any, the Information Agent/Depositary or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the Purchaser upon the terms and subject to the conditions right of the Offerany such party to dispute such interpretation in a court of competent jurisdiction.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaserus, in its our sole discretion, whose which determination shall will be final and binding on all parties, subject to any judgment of any court of competent jurisdiction. The Purchaser reserves We reserve the absolute right to reject any or and all tenders determined by it us not to be in proper form, form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any the tender of BACs any Shares of any particular BACs holder stockholder, TABLE OF CONTENTS whether or not similar defects or irregularities are waived in the case of other BACs holdersstockholders. Assignee StatusNo tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. Assignees must provide documentation to None of SBP, Purchaser, Parent or any of their respective affiliates or assigns, the Depositary, Innisfree M&A Incorporated, which is the information agent for the Offer (the “Information Agent/Depositary which demonstrates, ”) or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to applicable law as applied by a court of competent jurisdiction and the satisfaction terms of the PurchaserMerger Agreement, such person's status as an assignee of a BAC. The Purchaser's our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender Appointment as Proxy. By executing the Letter of BACs Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be deemed considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to have been validly made until the extent that, we accept for payment the Shares tendered by such stockholder as provided herein. Upon such appointment, all defects prior powers of attorney, proxies and irregularities consents given by such stockholder with respect to such tender have been cured Shares or waivedother securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). None The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of the PurchaserCompany’s stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of such Shares, Purchaser or its designees must be able to exercise full voting, consent and other rights with respect to such Shares and other related securities or rights, including voting at any meeting of stockholders of the Company. The Offer is being made only for Shares, and not for any outstanding option to purchase Shares (each, a “Company Option”), restricted stock unit award granted pursuant to any of its affiliates the Company’s equity incentive plans or assignsotherwise (each, a “Company RSU” and together, the “Company RSUs”) or warrant to purchase Shares pursuant to the existing warrant agreements of the Company (each, a “Company Warrant”). Holders of outstanding vested but unexercised Company Options may participate in the Offer only if they first validly exercise such Company Options in accordance with the terms of the applicable Company’s equity incentive plan and the applicable Company Option award agreements of the Company and tender the Shares, if any, issued upon such exercise. Holders of Company RSUs will only be eligible to participate in the Information Agent/Depositary or any other person Offer if such Company RSUs are settled in accordance with the terms of the applicable Company equity incentive plan under which the Company RSUs were granted and the applicable Company RSU award agreement of the Company and the holder tenders the Shares, if any, issued upon such settlement sufficiently in advance of the expiration of the Offer on the Expiration Date to assure that the holder will be under any duty have sufficient time to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to comply with the procedures for tendering Shares described above will constitute a binding agreement between in this Section 3. Holders of outstanding unexercised Company Warrants may participate in the tendering BACs holder and the Purchaser upon Offer only if they first exercise such Company Warrants in accordance with the terms and subject to the conditions of the Offerwarrant agreement and tender the Shares, if any, issued upon such exercise. Any such exercise should be completed sufficiently in advance of the Expiration Date to assure that the holder will have sufficient time to comply with the procedures for tendering Shares described in this Section 3. See Section 11 — “The Merger Agreement; Other Agreements” for additional information regarding the treatment of outstanding equity awards in the Merger.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaserus, in its our sole discretion, whose which determination shall will be final and binding on all parties. The Purchaser reserves We reserve the absolute right to reject any or and all tenders determined by it us not to be in proper form, form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's our counsel, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any the tender of BACs any Shares of any particular BACs holder stockholder, whether or not similar defects or irregularities are waived in the case of other BACs holdersstockholders. Assignee StatusNo tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. Assignees must provide documentation to None of Purchaser, the Depositary, the Information Agent/Depositary which demonstrates, Agent or any other person will be under any duty to the satisfaction give notification of the Purchaser, any defects or irregularities in tenders or incur any liability for failure to give any such person's status as an assignee of a BACnotification. The Purchaser's Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender Appointment as Proxy. By executing the Letter of BACs Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be deemed considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to have been validly made until the extent that, we accept for payment Shares tendered by such stockholder as provided herein. Upon such appointment, all defects prior powers of attorney, proxies and irregularities consents given by such stockholder with respect to such tender have been cured Shares or waived. None other securities or rights will, without further action, be revoked and no subsequent powers of the Purchaserattorney, any of its affiliates proxies, consents or assignsrevocations may be given by such stockholder (and, if anygiven, the Information Agent/Depositary will not be deemed effective). The designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual or special meeting of RC2’s stockholders or any other person will be under any duty to give any notification adjournment or postponement thereof, actions by written consent in lieu of any defects such meeting or irregularities otherwise, as they in tenders or incur any liability their sole discretion deem proper. We reserve the right to require that, in order for failure Shares to give any such notification. The Purchaser's be deemed validly tendered, immediately upon our acceptance for payment of BACs tendered pursuant such Shares, Purchaser must be able to the procedures described above will constitute a binding agreement between the tendering BACs holder exercise full voting, consent and the Purchaser upon the terms other rights with respect to such Shares and subject to the conditions other related securities or rights, including voting at any meeting of the OfferRC2’s stockholders.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaserus, in its our sole discretion, whose which determination shall will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. The Purchaser reserves We reserve the absolute right to reject any or and all tenders determined by it us not to be in proper form, form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any the tender of BACs any Shares of any particular BACs holder stockholder, whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingstockholders. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waivedwaived to our satisfaction. None of the Purchaser, ▇▇▇▇▇ or any of its their respective affiliates or assigns, if anythe Depositary, the Information Agent/Depositary Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Subject to the terms of the Merger Agreement and the rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such powers of attorney and proxies will be considered irrevocable and coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, we accept for payment the Shares Table of Contents tendered by such stockholder as provided herein. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective). The Purchaser's designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, without limitation, in respect of any annual, special or adjourned meeting of POINT stockholders, actions by written consent in lieu of any such meeting or otherwise, as they in their sole discretion deem proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon our acceptance for payment of BACs tendered pursuant such Shares, Purchaser must be able to the procedures described above will constitute a binding agreement between the tendering BACs holder exercise full voting, consent and the Purchaser upon the terms other rights with respect to such Shares and subject to the conditions other related securities or rights, including voting at any meeting of the Offerstockholders of POINT.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs Shares will be determined by the Purchaserus, in its our sole discretion, whose which determination shall will be final and binding on all parties, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court. The Purchaser reserves We reserve the absolute right to reject any or and all tenders determined by it us not to be in proper form, form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's counselour opinion, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any the tender of BACs any Shares of any particular BACs holder stockholder, whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstrates, to the satisfaction of the Purchaser, such person's status as an assignee of a BAC. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingstockholders. No tender of BACs Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waivedwaived to our satisfaction. None of the Purchaser, ▇▇▇▇▇ or any of its their respective affiliates or assigns, if anythe Depositary, the Information Agent/Depositary Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant Subject to the procedures described above will constitute a binding agreement between terms of the tendering BACs holder Merger Agreement and the Purchaser upon rights of holders of Shares to challenge any interpretation with respect to their Shares in a court of competent jurisdiction and any subsequent judgment of any such court, our interpretation of the terms and subject to the conditions of the Offer.Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Appointment as Proxy. By executing the Letter of Transmittal as set forth above, the tendering stockholder will irrevocably appoint designees of Purchaser as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by Purchaser and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of BACs will Shares, including questions as to the proper completion or execution of any Letter of Transmittal (or facsimile thereof), Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any certificate of Shares, shall be determined resolved by the Purchaser, in its sole discretion, whose determination shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by it not to be in proper form, or the acceptance of complete form or payment for which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer irregularities or any defect or irregularity in any tender of BACs of any particular BACs holder whether or not similar defects or irregularities are waived in the case of other BACs holders. Assignee Status. Assignees must provide documentation to the Information Agent/Depositary which demonstratesconditions, to the satisfaction of and the Purchaser, such person's status as an assignee of a BAC. The Purchaser's ’s interpretation of the terms and conditions of Offer, the Offer (including to Purchase, the Letter of Transmittal and the instructions theretothereto and the Notice of Guaranteed Delivery (including the determination of whether any tender is complete and proper) will shall be final and binding. No tender of BACs Shares will be deemed to have been validly made until all defects and or irregularities with respect to such tender relating thereto have been cured or waived. None of the Purchaser, any of its affiliates or assigns, if anyIDEX, the Information Agent/Depositary Depositary, Microfluidics or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above No alternative, conditional or contingent tenders will constitute a binding agreement between the tendering BACs holder be accepted and the Purchaser upon the terms and subject to the conditions of the Offerno fractional Shares will be purchased.