Extract to table

92 per Share in cash, without interest (the "Merger Consideration"), for an aggregate deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000); WHEREAS, the Merger Agreement provides that, as a condition to the obligation of the Company to consummate the Merger, Parent and Merger Sub shall deliver to the Company, at or prior to the Closing, an officer's certificate certifying the fulfillment of certain conditions set forth in Section 7

3(c) of the Merger Agreement as a condition to the Company's obligation to consummate the Merger and the other transactions contemplated by the Merger Agreement; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement

No personal liability whatsoever shall attach to, be imposed upon, or otherwise be incurred by the undersigned, or any other officer, director, manager, member, partner, stockholder, employee, agent, affiliate, or representative of Parent, Merger Sub, Fund VI GP, or any of their respective affiliates, by reason of the execution and delivery of this Officer's Certificate, and any claim or recourse in respect of or arising out of this certificate shall be asserted solely against Parent and/or Merger Sub, as applicable, and not against any such individual in his or her personal capacity

In the event of any inconsistency between the terms of this certificate and the terms of the Merger Agreement, the terms of the Merger Agreement shall govern and control