Pre-Close Data Harvesting Rules to Avoid Gun-Jumping

Objective Integration leads require additional data to create integration plans Work streams request data to be “harvested” Acquirer and Acquired Co. legal teams determine if the data requested is Non-Sensitive: OK for integration team to review Sensitive: giving a business a competitive advantage or influence All requests are considered and data is retrieved, if possible Data is placed into a Virtual Data Room (VDR) Integration Team folder, for Non-Sensitive data Clean Team folder and Legal Only folder for Sensitive data As we get near to closing the deal, data will get declassified

Process Flow Data already in Integration Team area of VDR? Finished Yes Finished No Work Stream requests data using Smartsheet Placed into Integration Team area of VDR Legal defines data as Sensitive? Acq. Co. Point of Contact assigned to find or create data No Yes Data needs to be created. Acquired Co. resource constraints: declines creating data Escalation process Acquirer team escalates issue? Yes Places into VDR, Clean Team folder for later access Acquired Co. Point of Contact assigned to find data Places into VDR, Legal Only folder for Day 1 access Yes

Tool We’re Using for Requests Using online spreadsheet from Smartsheet Available to multiple users at same time. One True Source Everyone to get an account to log in Very Excel-like With added features: adding files, comments, sharing, prompting colleagues for updates to a row of information Will be offering training in Smartsheet Lots of videos on YouTube to assist Help document on our process is being created Contact PRITCHETT if you have access issues

How to Submit Data Requests Changes to fields are made by Requester (when entering a request, adding files) Team members (when making comments) Legal teams (after assessing a request) Acquired Co. staff (after a file is uploaded) I've found DD data requests to be a source of frustration for the IMO teams, due to the delays in getting the data - and then it may not be what they're looking for. Requesters either  Ask early for more than they may need. A Just In Case collection of requests Ask last minute when they have a new idea or find a gap in their initial requests Acquirer and Acquired Co. Legal teams both get the requests at the same time. lets us see where the weakest (slowest ) link is, as the demands upon these teams and available resources will be different. If one team is slower, we can point it out to executives for them to decide if/how to improve the speed.

Virtual Data Room Folders hold info for each stream Data requests Project files Synergy tracking data Access Each member has access to own work stream folder and the IMO folder

Weekly Data Harvesting Meetings Legal & IMO will review requests and approve IMO holds weekly meeting with Legal teams to review data requests Slated for Wednesdays Submit your requests by Tuesday close of business to be considered in this meeting Due COB Mon Tues Wed Thur Fri Team Leads submit requests IMO meeting w/Legal Legal reviews requests Acquired Co. responses IMO monitors responses Key Events

Escalation Scenarios Data Needs to be Created By Acquired Co. Declared “Sensitive” by Acquired Co. Mitigation Options: Depending upon the criticality. Team may Clarify the importance “Horse Trade” other requests to create bandwidth Mitigation Steps: Request specific questions to be answered Legal teams to sign off on requests Store data responses in a file Request meeting to resolve Legal team to agree the agenda in advance Escalate to Integration Manager Escalate to EVP

Escalation 1: Ask Specific Questions If you are not given access to a document Because some of the content is sensitive, ask specific questions that you want answered Questions should be written in a Word document Create a new request in the Data Request Smartsheet In Detailed Description field add the text “See attached file” Add the file to that row

Escalation 2: Meeting Request Request meeting in a Smartsheet Must include meeting agenda Attach a file with the agenda to the row that has the request IMO and Legal seek the meeting Stick to just the agreed agenda Be aware of HSR restrictions Legal team not attending meeting I've found DD data requests to be a source of frustration for the IMO teams, due to the delays in getting the data - and then it may not be what they're looking for. Requesters either  Ask early for more than they may need. A Just In Case collection of requests Ask last minute when they have a new idea or find a gap in their initial requests Acquirer and Acquired Co. Legal teams both get the requests at the same time. lets us see where the weakest (slowest ) link is, as the demands upon these teams and available resources will be different. If one team is slower, we can point it out to executives for them to decide if/how to improve the speed.

General FAQs What is considered Sensitive Data? Generally it is information that can affect the business of Acquired Co. if the acquisition were to not take place What do I do if someone emails me the data? This is a violation of HRC rules Copy and paste the email into a Word document Place it into your xyz folder Reply to the email to tell the contact what you’ve done What if I have issues accessing Smartsheet or xyz? Contact PRITCHETT

Acquired Co. - Specific FAQs How do the Acquired Co. staff know who or where to send their data to? Send to Point Of Contact (POC) - the Acquired Co. team has access What if only part of the data is available? Give what you can ASAP, with a readme doc that explains why only part is available

Currently Working with Legal Getting signoff of the process from Acquired Co. Identification of Acquired Co. Point Of Contact and backup POC, Who will actually collect and upload the files Accessing DD VDR data identify broad swaths of data that is not sensitive at all, e.g. Sales revenues, Manufacturing numbers or Pre-Deal org charts. Could work with both Legal teams side-by-side for a day or two, to establish a workflow, establish trust, and form a relationship. This technique is useful when a team is working on something and forgot to request specific data. They're in a road block until the data comes in. They can speed the process up by asking a specific question If so, we'd need to log the question and create a file with the question and the answer (so we have an audit trail) This process can be abused