Common use of Determination of Validity Clause in Contracts

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of shares of Company Common Stock in the Offer will be determined by Merger Sub in its sole discretion, which determination will be final and binding. Merger Sub reserves the absolute right to reject any or all tenders of shares of Company Common Stock determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Sub, be unlawful. Merger Sub also reserves the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Merger Sub, Parent, Esperion, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ Sub's interpretation of 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. Backup Withholding. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding. Certain stockholders (including, among others, corporations and certain other taxpayers that can demonstrate they are included in certain other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub us, in its our sole discretion, which determination will shall be final and bindingbinding 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. Merger Sub reserves We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour opinion, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to our satisfaction. None of Merger SubPurchaser, Parent, Esperion▇▇▇▇▇ or any of their respective affiliates or assigns, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ Sub's 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 and any other documents related to the Offerthereto) will be final and binding. Backup WithholdingAppointment as Proxy. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of By executing the Letter of Transmittal enclosed 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 this Offer full power of substitution, to Purchase the full extent of such stockholder’s rights with respect to provide the information Shares tendered by such stockholder and certification necessary accepted for payment by Purchaser and with respect to avoid backup withholdingany and all other Shares or other securities or rights issued or issuable in respect of such Shares. Certain stockholders 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 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 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, among otherswithout limitation, corporations in respect of any annual, special or adjourned meeting of Dermira’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 must be able to exercise full voting, consent and certain other taxpayers that can demonstrate they are included in certain rights with respect to such Shares and other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens related securities or U.S. resident aliens should completerights, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies including voting at any meeting of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriateof Dermira.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub us in its our sole discretion, which determination will determinations shall be final and bindingbinding on all parties. Merger Sub reserves We note, however, that stockholders may challenge our determinations in a court of competent jurisdiction. We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour counsel, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly properly made until all defects or and irregularities relating thereto Table of Contents have been cured or waived to our satisfaction. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as we shall determine. None of Merger Subus, Parent, EsperionSalix, the Depositary, the Information Agent or any other person is or will be under any duty obligated to give notification notice of any defects or irregularities in tenders or and none of them will incur any liability for failure to give any such notificationnotice. ▇▇▇▇▇▇ Sub's Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related thereto) will be determined by us in our sole discretion. Appointment as Proxy. By executing the Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message) as set forth above, unless Shares relating to such Letter of Transmittal or Agent’s Message are properly withdrawn pursuant to the Offer) , the tendering stockholder will irrevocably appoint our designees, and each of them, 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 us 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 final considered irrevocable and bindingcoupled with an interest in the tendered Shares. Backup Withholding. Under the "backup withholding" provisions of United States federal income tax lawSuch appointment will be effective if and when, the Depositary may be required to withhold and pay over only to the Internal Revenue Service a portion of any payments made extent that, we accept such Shares for payment pursuant to the Offer. In order to avoid backup withholding Upon such appointment, all prior powers of United States federal income tax on payments of cash in connection with the Offerattorney, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 proxies and 13 certify under penalty of perjury that such taxpayer identification number is correct and that consents given by such stockholder is not subject with respect to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number Shares or fails to provide the certifications described aboveother securities or rights will, the Internal Revenue Service without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may impose a penalty on be given by such stockholder (and, if given, will not be deemed effective) with respect thereto. Each of our designees will thereby be empowered to exercise all voting and the payment of cash other rights with respect to such stockholder Shares and other securities or rights, including, without limitation, in connection with respect of any annual, special or adjourned meeting of Santarus’ stockholders, actions by written consent in lieu of any such meeting or otherwise, as such designee in its sole discretion deems proper. We reserve the Offer may right to require that, in order for Shares to be subject to backup withholding. All stockholders tendering shares of Company Common Stock in deemed validly tendered, immediately upon the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part occurrence of the Letter Acceptance Time, we must be able to exercise full voting, consent and other rights with respect to such Shares and other securities and rights, including voting at any meeting of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding. Certain stockholders (including, among others, corporations and certain other taxpayers that can demonstrate they are included in certain other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriatestockholders.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub us, in its our sole discretion, which determination will be final and bindingbinding on all parties, subject to any judgment of any court of competent jurisdiction. Merger Sub reserves We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour opinion, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to our satisfaction. None of Merger Sub, Parent, EsperionParent or any of their respective affiliates or assigns, the DepositaryDepository, the Information Agent 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. ▇▇▇▇▇▇ Sub's Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offerthereto) will be final and binding. Backup WithholdingAppointment as Proxy. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of By executing the Letter of Transmittal enclosed as set forth above, the tendering stockholder will irrevocably appoint designees of Merger Sub as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with this Offer full power of substitution, to Purchase the full extent of such stockholder’s rights with respect to provide the information Shares tendered by such stockholder and certification necessary accepted for payment by ▇▇▇▇▇▇ Sub and with respect to avoid backup withholdingany and all other Shares or other securities or rights issued or issuable in respect of such Shares. Certain stockholders 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 payment for 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 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 designees of Merger Sub will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, among otherswithout limitation, corporations in respect of any annual, special or adjourned meeting of Company 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, Merger Sub must be able to exercise full voting, consent and certain other taxpayers that can demonstrate they are included in certain rights with respect to such Shares and other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens related securities or U.S. resident aliens should completerights, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies including voting at any meeting of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriateCompany stockholders.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub us in its our sole discretion, which determination will be final and binding. Merger Sub reserves We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it we determine not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour counsel, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholdershareholder, whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to our satisfaction. None of Merger Sub, Parent, Esperionus, the Depositary, the Information Agent Agent, 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. ▇▇▇▇▇▇ Sub's Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related thereto) will be determined by us in our sole discretion. Appointment as Proxy. By executing the Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message) as set forth above, unless Shares relating to such Letter of Transmittal or Agent’s Message are properly withdrawn pursuant to the Offer) , the tendering shareholder will irrevocably appoint our designees, and each of them, as such shareholder’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 shareholder’s rights with respect to the Shares tendered by such shareholder and accepted for payment by us and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such proxies will be final considered coupled with an interest in the tendered Shares. Such appointment will be effective if and binding. Backup Withholding. Under the "backup withholding" provisions of United States federal income tax lawwhen, the Depositary may be required to withhold and pay over only to the Internal Revenue Service a portion of any payments made extent that, we accept such Shares for payment pursuant to the Offer. In order to avoid backup withholding Upon such appointment, all prior powers of United States federal income tax on payments of cash in connection attorney, proxies and consents given by such shareholder with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash respect to such stockholder in connection with the Offer Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be subject given by such shareholder (and, if given, will not be deemed effective) with respect thereto. Each of our designees will thereby be empowered to backup withholdingexercise all voting and other rights with respect to such Shares and other securities or rights, including in respect of any annual, special or adjourned meeting of FFE’s shareholders or otherwise, as such designee in its sole discretion deems proper. All stockholders tendering shares of Company Common Stock We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part occurrence of the Letter Acceptance Time, we must be able to exercise full voting, consent and other rights with respect to such Shares and other securities and rights, including voting at any meeting of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding. Certain stockholders (including, among others, corporations and certain other taxpayers that can demonstrate they are included in certain other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriateshareholders.

Determination of Validity. All Purchaser will determine, in its sole discretion, all questions as to the validity, form, eligibility form and validity (including time of receipt) and acceptance of any tender notice of shares of Company Common Stock in the Offer will be determined by Merger Sub in its sole discretionwithdrawal, which and such determination will be final and bindingbinding to the fullest extent permitted by law, subject to the rights of holders of Shares to challenge such determination with respect to their Shares in a court of competent jurisdiction. Merger Sub reserves We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour opinion, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to our satisfaction. None of Merger SubPurchaser, Parent, EsperionParent or any of their respective affiliates or assigns, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ Sub's Subject to applicable law as applied by a court of competent jurisdiction, the terms of the Merger Agreement and the rights of holders of Shares to challenge such interpretation with respect to their Shares in a court of competent jurisdiction, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offerthereto) will be final and binding. Backup WithholdingAppointment as Proxy. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of By executing the Letter of Transmittal enclosed 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 this Offer full power of substitution, to Purchase the full extent of such stockholder’s rights with respect to provide the information Shares tendered by such stockholder and certification necessary accepted for payment by Purchaser and with respect to avoid backup withholdingany and all other Shares or other securities or rights issued or issuable in respect of such Shares. Certain stockholders 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 further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given Table of Contents by such stockholder (and, if given, 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, among otherswithout limitation, corporations in respect of any annual, special or adjourned meeting of the Company’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 must be able to exercise full voting, consent and certain other taxpayers that can demonstrate they are included in certain rights with respect to such Shares and other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens related securities or U.S. resident aliens should completerights, sign and return to including voting at any meeting of stockholders of the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriateCompany.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of shares of Company Common Stock in the Offer Class A Shares will be determined by Merger Sub the Purchaser in its sole discretion, which determination will be final and binding. Merger Sub The Purchaser reserves the absolute right to reject any or all tenders of shares of Company Common Stock determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subthe Purchaser's counsel, be unlawful. Merger Sub The Purchaser also reserves the absolute right to waive any defect or irregularity in the any tender of any shares of Company Common Stock of with respect to any particular stockholderClass A Shares, whether or not similar defects or irregularities are waived in the case of other stockholdersClass A Shares. No tender of shares of Company Common Stock in the Offer Class A Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Merger Sub, Parent, Esperionthe Purchaser, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ SubThe Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offerthereto) will be final and binding. Backup Withholding. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the OfferBACKUP WITHHOLDING. In order to avoid "backup withholding withholding" of United States federal income tax on payments of cash in connection with pursuant to the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, surrendering Class A Shares in the Offer must provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on a Substitute Form W-9 and 13 certify under penalty penalties of perjury that such taxpayer identification number TIN is correct and that such stockholder is not subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. If a stockholder does not provide such stockholder's its correct taxpayer identification number TIN or fails to provide the certifications described above, the Internal Revenue Service ("IRS") may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with pursuant to the Offer may be subject to backup withholdingwithholding of 31%. All stockholders tendering shares of Company Common Stock in surrendering Class A Shares pursuant to the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding. Certain stockholders withholding (including, among others, corporations unless an applicable exemption exists and certain other taxpayers that can demonstrate they are included is proved in certain other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return a manner satisfactory to the Depositary Purchaser and the Depositary). Non-corporate foreign stockholders should complete and sign the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies W-8, Certificate of Foreign Status, a copy of which may be obtained by contacting from the Depositary) to provide the information and certification necessary , in order to avoid backup withholding. Such stockholders should consult a tax advisor See Instruction 9 to determine which Form W-8 is appropriatethe Letter of Transmittal.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub us, in its our sole discretion, which determination will shall be final and bindingbinding on all parties, subject to any judgment of any court of competent jurisdiction. Merger Sub reserves We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour opinion, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to our satisfaction. None of Merger SubPurchaser, Parent, Esperion▇▇▇▇▇ or any of their respective affiliates or assigns, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ Sub's Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offerthereto) will be final and binding. Backup WithholdingAppointment as Proxy. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of By executing the Letter of Transmittal enclosed 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 this Offer full power of substitution, to Purchase the full extent of such stockholder’s rights with respect to provide the information Shares tendered by such stockholder and certification necessary accepted for payment by Purchaser and with respect to avoid backup withholdingany and all other Shares or other securities or rights issued or issuable in respect of such Shares. Certain stockholders 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 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 designees of Purchaser will thereby be Table of Contents empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including, among otherswithout limitation, corporations in respect of any annual, special or adjourned meeting of ARMO’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 must be able to exercise full voting, consent and certain other taxpayers that can demonstrate they are included in certain rights with respect to such Shares and other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens related securities or U.S. resident aliens should completerights, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies including voting at any meeting of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriateof ARMO.

Determination of Validity. The Depositary will examine each document received from stockholders for the tender of Shares (including, if applicable, Share Certificates, the Letter of Transmittal and other required documents) and each notice of withdrawal to determine whether such tender or withdrawal may be defective. In the event the Depositary reasonably concludes that any such document or notice has been improperly completed, executed or transmitted or if some other defect or irregularity exists in connection with a tender of Shares or a withdrawal of tender of Shares, if applicable, the Depositary is authorized to notify the person tendering or withdrawing such Shares of the existence of such defect or irregularity and to take such commercially reasonable actions as are necessary to cause such defect or irregularity to be corrected. If such actions prove to be unsuccessful, the Depositary shall consult with Purchaser for instructions as to the number of Shares, if any, it is authorized to accept for tender or withdrawal of tender. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of shares Shares, including questions as to the proper completion or execution of Company Common Stock in any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the Offer proper form for transfer of any Share Certificates, will be determined by Merger Sub Purchaser, in its sole and absolute discretion, which whose determination will be final and binding. Merger Sub Purchaser reserves the absolute right to reject any or all tenders of shares of Company Common Stock determined by it not to be in proper form or complete form, and to determine whether the acceptance for payment of of, or payment for which mayfor, in the opinion of Merger Sub, Shares may be unlawful. Merger Sub Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waivedwaived to the satisfaction of Purchaser. None of Merger Sub, Parent, Esperion, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ Sub's Purchaser’s interpretation of the terms and conditions of the Offer (including including, without limitation, the Offer to Purchase, the Letter of Transmittal and the instructions thereto and any other documents related to the OfferNotice of Guaranteed Delivery) will be final and binding. Backup Withholding. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholding. Certain stockholders (including, among others, corporations and certain other taxpayers that can demonstrate they are included in certain other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should complete, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub us, in its our sole discretion, which determination will shall be final and bindingbinding on all parties, subject to any judgment of any court of competent jurisdiction. Merger Sub reserves We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour opinion, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to our satisfaction. None of Merger SubPurchaser, Parent, Esperion▇▇▇▇▇ or any of their respective affiliates or assigns, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ Sub's Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offerthereto) will be final and binding. Backup WithholdingAppointment as Proxy. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of By executing the Letter of Transmittal enclosed 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 this Offer full power of substitution, to Purchase the full extent of such stockholder’s rights with respect to provide the information Shares tendered by such stockholder and certification necessary accepted for payment by Purchaser and with respect to avoid backup withholdingany and all other Shares or other securities or rights issued or issuable in respect of such Shares. Certain stockholders 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 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 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, among otherswithout limitation, corporations in respect of any annual, special or adjourned meeting of Loxo Oncology’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 must be able to exercise full voting, consent and certain other taxpayers that can demonstrate they are included in certain rights with respect to such Shares and other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens related securities or U.S. resident aliens should completerights, sign and return to the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies including voting at any meeting of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriateof Loxo Oncology.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub us, in its our sole discretion, which determination will shall be final and bindingbinding on all parties. Merger Sub reserves We reserve the absolute right to reject any or and all tenders of shares of Company Common Stock determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Merger Subour opinion, be unlawful. Merger Sub We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to our satisfaction. None of Merger SubPurchaser, Parent, EsperionParent or any of their respective affiliates or assigns, the Depositary, the Information Agent 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. ▇▇▇▇▇▇ Sub's Subject to applicable law as applied by a court of competent jurisdiction and the terms of the Merger Agreement, our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offerthereto) will be final and binding. Backup WithholdingAppointment as Proxy. Under the "backup withholding" provisions of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen or a U.S. resident alien must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number on a Substitute Form W-9 and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct taxpayer identification number or fails to provide the certifications described above, the Internal Revenue Service may impose a penalty on such stockholder and the payment of cash to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of By executing the Letter of Transmittal enclosed 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 this Offer full power of substitution, to Purchase the full extent of such stockholder’s rights with respect to provide the information Shares tendered by such stockholder and certification necessary accepted for payment by Purchaser and with respect to avoid backup withholdingany and all other Shares or other securities or rights issued or issuable in respect of such Shares. Certain stockholders 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 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 designees of Purchaser will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, Table of Contents including, among otherswithout limitation, corporations in respect of any annual, special or adjourned meeting of the Company’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 must be able to exercise full voting, consent and certain other taxpayers that can demonstrate they are included in certain rights with respect to such Shares and other exempt categories) are not subject to backup withholding. Stockholders who are not U.S. citizens related securities or U.S. resident aliens should completerights, sign and return to including voting at any meeting of stockholders of the Depositary the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriateCompany.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of shares of Company Common Stock in the Offer Shares will be determined by Merger Sub Purchaser, in its sole discretion, which determination will be final and binding. Merger Sub Purchaser reserves the absolute right to reject any or all tenders of shares of Company Common Stock any Shares determined by it not to be in proper form or the acceptance for payment of of, or payment for for, which may, in the opinion of Merger SubPurchaser's counsel, be unlawful. Merger Sub Purchaser also reserves the absolute right right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any of the conditions of the Offer or any defect or irregularity in the tender of any shares of Company Common Stock Shares of any particular stockholdershareholder, whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. No tender of shares of Company Common Stock in the Offer Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of Merger SubPurchaser, Parent, Esperion, the Depositary, the Information Agent Agent, the Dealer Manager 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. ▇▇▇▇▇▇ SubSubject to the terms of the Merger Agreement, Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other documents related to the Offerthereto) will be final and binding. Backup Withholding. Under To prevent backup withholding with respect to payment of the "backup withholding" provisions purchase price of United States federal income tax law, the Depositary may be required to withhold and pay over to the Internal Revenue Service a portion of any payments made Shares purchased pursuant to the Offer. In order to avoid backup withholding of United States federal income tax on payments of cash in connection with the Offer, a stockholder who is a U.S. citizen tendering registered holder, or a U.S. resident alien musthis assignee (in either case, unless an exemption appliesthe "Payee"), must provide the Depositary Depository with such stockholdershareholder's correct taxpayer identification number on a Substitute Form W-9 ("TIN") and 13 certify under penalty of perjury that such taxpayer identification number is correct and that such stockholder shareholder is not subject to backup withholdingwithholding by completing and signing the Substitute Form W-9 provided in the Letter of Transmittal. If backup withholding applies with respect to a stockholder does not provide such stockholder's correct taxpayer identification number or fails shareholder, the Depository is required to provide the certifications described above, withhold and deposit with the Internal Revenue Service may impose a penalty on such stockholder and the payment 30%, or other applicable withholding percentage, of cash any payments made to such stockholder in connection with the Offer may be subject to backup withholding. All stockholders tendering shares of Company Common Stock in the Offer should complete and sign the main signature form and the Substitute Form W-9 included as part of the Letter of Transmittal enclosed with this Offer to Purchase to provide the information and certification necessary to avoid backup withholdingshareholder. Certain stockholders shareholders (including, among others, all corporations and certain other taxpayers that can demonstrate they are included in certain other exempt categoriesforeign individuals and entities) are not subject to backup withholding. Stockholders who are not U.S. citizens or U.S. resident aliens should completeIn order for a foreign shareholder to qualify as an exempt recipient, sign and return the shareholder must submit a Form W-8BEN, signed under penalties of perjury, attesting to the Depositary shareholder's exempt status. See Instruction 9 of the main signature form and a Form W-8BEN or other appropriate Form W-8 (copies Letter of which may be obtained by contacting the Depositary) to provide the information and certification necessary to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate.Transmittal