On September 13, 2019, Michael Grobman, a purported stockholder of Carbon Black, filed
a lawsuit against Carbon Black and the Carbon Black Board in the United States District Court for the Southern District of New York, captioned Grobman v. Carbon Black, Inc. et al, case number 1:19-cv-08538 (the Grobman Complaint). The complaint alleges, among other things, that the defendants violated Sections 14(d)(4) and 14(e) of the Exchange Act by causing a materially
incomplete and misleading Schedule 14D-9 Recommendation Statement to be filed with the SEC on September 6, 2019. As relief, the complaint seeks, among other things, an injunction preventing consummation
of the proposed transaction, rescission of the Merger Agreement or rescissory damages in the event it is consummated, an accounting by defendants for all damages caused to the plaintiff, and the award of attorneys fees and expenses.
On September 16, 2019, Jack Wolf, a purported stockholder of Carbon Black, filed a class action lawsuit against Carbon Black, the Carbon
Black Board, Purchaser and Parent in the United States District Court for the District of Delaware, captioned Wolf v. Carbon Black, Inc. et al, case number 1:19-cv-01739
(the Wolf Complaint). The complaint alleges, among other things, that the defendants violated Section 14(e) and 14(d) of the Exchange Act by causing a false and misleading Schedule
14D-9 Recommendation Statement to be filed with the SEC on September 6, 2019, and against the Carbon Black Board under Section 20(a) of the Exchange Act as control persons. As relief, the complaint
seeks, among other things, an injunction preventing consummation of the proposed transaction, rescission of the proposed transaction or rescissory damages in the event it is consummated, declaration that defendants violated certain sections of the
Exchange Act and rules promulgated thereunder, and the award of attorneys fees and expenses.
On September 17, 2019, Brian P.
Jacques, a purported stockholder of Carbon Black, filed a lawsuit against Carbon Black, the Carbon Black Board, Purchaser and Parent in the United States District Court for the District of Massachusetts, captioned Jacques v. Carbon Black, Inc. et
al, case number 1:19-cv-11971 (the Jacques Complaint). The complaint alleges, among other things, that the defendants violated Section 14(e) of
the Exchange Act by causing a materially deficient and misleading Schedule 14D-9 Recommendation Statement to be filed with the SEC on September 6, 2019, and against the Carbon Black Board under
Section 20(a) of the Exchange Act as control persons. As relief, the complaint seeks, among other things, declaration that the Recommendation Statement is materially false or misleading, an injunction preventing consummation of the proposed
transaction, rescission of the proposed transaction or rescissory damages in the event it is consummated, an accounting by defendants for all damages caused to the plaintiff and for all profits and any special benefits obtained as a result of the
defendants breaches of their fiduciary duties, and the award of attorneys fees and expenses.
On September 17, 2019, Daniel
Frey, a purported stockholder of Carbon Black, filed a lawsuit against Carbon Black and the Carbon Black Board in the United States District Court for the District of Colorado, captioned Frey v. Carbon Black, Inc. et al, case number 1:19-cv-02659 (the Frey Complaint, and together with the Winkler Complaint, the Bayles Complaint, the Bushansky Complaint, the Grobman Complaint, the Wolf
Complaint, and the Jacques Complaint, collectively, the Securities Complaints). The complaint alleges, among other things, that the defendants violated Section 14(e) and 14(d)(4) of the Exchange Act by causing a Schedule 14D-9 Recommendation Statement to be filed with the SEC on September 6, 2019 that omits and/or misrepresents material information and against the Carbon Black Board under Section 20(a) of the Exchange Act
as control persons. As relief, the complaint seeks, among other things, an injunction preventing consummation of the proposed transaction, rescission of the proposed transaction or rescissory damages in the event it is consummated, declaration that
defendants violated certain sections of the Exchange Act and rules promulgated thereunder, and the award of attorneys fees and expenses.
Purchaser and Parent believe the Securities Complaints lack merit, and the Carbon Black Board, Purchaser and Parent intend to defend
vigorously against such claims. Additional similar cases may also be filed in connection with the Offer or the Merger.
The
following paragraph is added as a new paragraph to the end of the subsection titled Antitrust in Germany on page 60 of the Offer to Purchase:
On September 23, 2019 the FCO granted clearance of the proposed acquisition. Accordingly, the portion of the Regulatory Conditions
to the Offer relating to German regulatory clearance, expiration of the waiting period or disclaimer of jurisdiction has been satisfied.
The following paragraph is added as a new paragraph to the end of the subsection titled Antitrust in Austria on page 60 of
the Offer to Purchase:
On September 24, 2019, the Austrian Federal Competition Authority
(Bundeswettbewerbsbehörde) provided verbal confirmation that they do not have any objections or further questions on the proposed transaction, however, the four-week waiting period contemplated by the Austrian Cartel Act must first
terminate before the transaction is considered to have been cleared by the Bundeswettbewerbsbehörde. The four-week waiting period will expire at midnight, Central European Time, on Friday, October 4, 2019, unless extended by the
Bundeswettbewerbsbehörde contrary to the verbal confirmation.