Common use of Source and Amount of Funds Clause in Contracts

Source and Amount of Funds. The Offer is not conditioned upon the Purchaser or Pinnacle obtaining financing to fund the purchase of Shares pursuant to the Offer and the Merger. Because (i) the only consideration to be paid in the Offer and the Merger is cash, (ii) the Offer is to purchase all issued and outstanding Shares, (iii) if the Offer is consummated, then we will acquire all remaining Shares for the same per Share cash price in the Merger (subject to certain appraisal rights under Section 262 of the DGCL), (iv) there is no financing condition to the completion of the Offer, and (v) we and Pinnacle have cash on hand, availability under Pinnacle’s existing revolving credit facility and committed debt financing that will be sufficient to finance the payments to be made in the Offer and the Merger, we believe the financial condition of Pinnacle and the Purchaser is not material to a decision by a holder of Shares whether to sell, hold or tender Shares pursuant to the Offer. Pinnacle and the Purchaser estimate that the total funds required to purchase all issued and outstanding Shares pursuant to the Offer and to complete the Merger pursuant to the Merger Agreement will be approximately $989,000,000, including related transaction fees and expenses and refinancing of indebtedness. Pinnacle will provide the Purchaser with sufficient funds to pay for all Shares accepted for payment in the Offer or to be acquired in the Merger.

Source and Amount of Funds. The We estimate that the maximum amount of funds needed to (i) complete the Offer, the Merger and the transactions contemplated by the Merger Agreement, including the funds needed to purchase all Shares tendered in the Offer is not conditioned upon and to pay Carbon Black stockholders whose Shares are converted in the Merger into the right to receive a cash amount equal to Offer Price, (ii) pay for fees and expenses incurred by Purchaser or Pinnacle obtaining financing to fund the purchase of Shares pursuant and Parent related to the Offer and the MergerMerger and (iii) pay for the cash amounts in respect of outstanding in-the-money Carbon Black options and other equity awards, will be approximately $2.11 billion. Because Purchaser will acquire these funds from Parent, which intends to provide the funds out of available cash, cash equivalents and short-term borrowing. Neither the consummation of the Offer nor the consummation of the Merger is conditioned upon Purchaser’s or Parent’s receipt of financing. Purchaser will provide, and Parent will cause Purchaser to provide, to the Paying Agent, on a timely basis, the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. We believe the financial condition of Purchaser, Parent and their respective affiliates is not material or relevant to a decision by a holder of Shares regarding whether to tender such Shares in the Offer because (i) the only consideration to be paid in the Offer and the Merger is being made for all outstanding Shares solely for cash, (ii) the consummation of the Offer (or the Merger) is not subject to purchase all issued and outstanding Sharesany financing condition, (iii) if we will have sufficient funds available to us to consummate the Offer is consummatedand the Merger and (iv) if Purchaser consummates the Offer, then we Purchaser will acquire all remaining Shares for the same per Share cash price in the Merger (subject to certain appraisal rights under Section 262 of the DGCL)i.e., (iv) there is no financing condition to the completion of the Offer, and (v) we and Pinnacle have cash on hand, availability under Pinnacle’s existing revolving credit facility and committed debt financing that will be sufficient to finance the payments to be made in the Offer and the Merger, we believe the financial condition of Pinnacle and the Purchaser is not material to a decision by a holder of Shares whether to sell, hold or tender Shares pursuant to the Offer. Pinnacle and the Purchaser estimate that the total funds required to purchase all issued and outstanding Shares pursuant to the Offer and to complete the Merger pursuant to the Merger Agreement will be approximately $989,000,000, including related transaction fees and expenses and refinancing of indebtedness. Pinnacle will provide the Purchaser with sufficient funds to pay for all Shares accepted for payment in the Offer or to be acquired in the MergerPrice).

Source and Amount of Funds. The Offer is not conditioned upon any financing arrangements. Parent and Purchaser estimate that approximately $150,000,000 in the Purchaser or Pinnacle obtaining financing aggregate will be necessary (i) to fund purchase Shares tendered pursuant to the Offer, (ii) to purchase of Shares pursuant converted in the Merger, (iii) to cash out all options to purchase Shares cancelled in the Merger and (iv) to pay certain expenses related to the Offer and the Merger. Because (i) Purchaser will obtain sufficient funds to consummate the only consideration to be paid purchase of Shares in the Offer and the Merger is cashand other transactions described above by means of a capital contribution from Parent. As of the date of this Offer to Purchaser, (ii) Parent has sufficient cash on hand to consummate the transactions described above. Consummation of the Offer is not subject to purchase any financing conditions. Purchaser does not think its financial condition is relevant to the stockholders’ decision whether to tender Shares and accept the Offer because: • the Offer is being made for all issued and outstanding Shares, (iii) Shares solely for cash; • the Offer is not subject to any financing condition; • if the Offer is consummated, then we will Purchaser expects to acquire all remaining any Shares not tendered in the Offer for the same per Share cash price in the Merger (Merger, which also will not be subject to certain appraisal rights under Section 262 of the DGCL)any financing condition; • Purchaser, (iv) there is no financing condition through contributions from Parent, will have sufficient funds immediately available to purchase all Shares validly tendered and not properly withdrawn prior to the completion expiration of the Offer, to purchase Shares converted in the Merger, to cash out all options to purchase Shares cancelled in the Merger and (v) we and Pinnacle have cash on hand, availability under Pinnacle’s existing revolving credit facility and committed debt financing that will be sufficient pay certain expenses related to finance the payments to be made in the Offer and the Merger, we believe the financial condition of Pinnacle and the Purchaser is not material to a decision by a holder of Shares whether to sell, hold or tender Shares pursuant to the Offer. Pinnacle and the Purchaser estimate that the total funds required to purchase all issued and outstanding Shares pursuant to the Offer and to complete the Merger pursuant to the Merger Agreement will be approximately $989,000,000, including related transaction fees and expenses and refinancing of indebtedness. Pinnacle will provide the Purchaser with sufficient funds to pay for all Shares accepted for payment in the Offer or to be acquired in the Merger.