Common use of The Offer Clause in Contracts

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions conditions of this ---------- Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, --- and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not may not, except as provided below, waive the Minimum Tender Condition (as defined in Exhibit A)). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(e)(6) of the SEC). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not not, except as provided in the next sentence, (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions modify or add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)conditions set forth in Exhibit A, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner materially adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and Offer, (iii) extend the Offer for any reason for one or more occasions for an aggregate a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as sentence (a "Parent ------ Extension Period"); provided that if Sub shall extend the Offer pursuant to ---------------- this clause (iii), it shall waive during any Parent Extension Period all conditions of the Offer set forth in Exhibit A other than the Minimum Tender Condition and the conditions set forth in paragraphs (d) and (g) in Exhibit A; and (iv) if the option granted pursuant to Section 4 of the Company Stockholder Agreement is then exercisable, reduce the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition (as defined in effect Exhibit A) to that number of shares which, together with the shares of Company Common Stock that may be purchased by Parent upon exercise of the option granted pursuant to Section 4 of the Company Stockholder Agreement, would represent at least a majority of the Fully Diluted Shares (as defined in Exhibit A). If any of the conditions of the Offer set forth in Exhibit A (other than the Minimum Tender Condition) is not satisfied on any scheduled expiration date of the Offer, then, if requested by the Company, Sub shall extend the Offer one or more times (the period of each such extension to be determined by Sub) for up to 30 days in the aggregate for all such extensions, provided that at the time of such extension any such condition is reasonably capable of being satisfied and the Offer Conditions have Company has not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expirereceived a Company Takeover Proposal (as defined in Section 5.02(a)). Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and subject to the other provisions of this Agreement, as promptly as practicable but in no event later than five business days (5) Business Days after the date of the public announcement by Parent Purchaser and the Company of this Agreement, Acquisition Sub shall, and Parent Purchaser shall cause Acquisition Sub to, commence the Offer. The obligation of Acquisition Sub to, and of Parent Purchaser to cause Acquisition Sub to, commence the Offer and accept for payment, and pay for, any Shares of Company Common Stock properly tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit Annex ----- A attached hereto (the "Offer Conditions") (), any of which may be waived waived, in whole - or in part part, by Sub Acquisition Sub, in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Acquisition Sub expressly reserves the right to modify the terms of the OfferOffer in a manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Acquisition Sub shall not (i) waive or otherwise modify the Minimum Condition so as to reduce the minimum number of Shares subject that Acquisition Sub will accept in the Offer to an amount constituting less than fifty-one percent (51%) of the aggregate outstanding Shares (assuming the exercise of all options to purchase, and the conversion or exchange of all securities convertible or exchangeable into, Shares outstanding as of the consummation of the Offer), (ii) reduce the Offer PricePer Share Amount, (iii) impose any other conditions to the Offer other than in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive accept for payment or add pay for any other term of Shares pursuant to the Offer in any manner adverse prior to the Company or the holders of SharesJanuary 4, 2000. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the OfferOffer if, if at the scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waivedwaived but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date (as defined in Section 8.1(b) hereof), (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date, or (iii) extend the Offer for any reason for one or more occasions for an aggregate a period of not more than 10 business days beyond the latest up to five (5) Business Days if, on any scheduled expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and on which the Offer Conditions shall have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions number of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares which have been validly tendered and not withdrawn pursuant represent more than 50% of the aggregate outstanding Shares (assuming the exercise of all options to the Offer that Sub is permitted to accept for payment under applicable lawpurchase, and pay for, pursuant to the Offer conversion or exchange of all securities convertible or exchangeable into Shares which are outstanding as soon as practicable after of the expiration consummation of the Offer), but less than 90% of the then issued and outstanding Shares.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five ten business days after the date of the public announcement by Parent and the Company of this Agreement, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Merger Sub to, and of Parent and U.S. Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A A. The initial expiration date of the Offer shall be midnight New York City time on the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the "Offer Conditions") Securities Exchange Act of 1934, as amended (any of which may be waived in whole or in part by together with the rules and regulations promulgated thereunder, the “Exchange Act”)). Merger Sub expressly reserves the right, in its sole discretion, provided thatto waive, without in whole or in part, any condition to the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions waive or amend the Minimum Tender Condition (as defined in Exhibit A), add to the Offer other than the Offer Conditions conditions set forth in Exhibit A or modify the Offer Conditions (other than to waive any Offer Conditions condition set forth in Exhibit A in any manner adverse to the extent permitted by this Agreement)holders of the Company Common Stock, (iv) except as otherwise provided in the next sentencethis Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Merger Sub may, in its sole discretion, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) extend Offer. In addition, if at the otherwise scheduled expiration date of the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and condition to the Offer Conditions have is not been satisfied or waivedsatisfied, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, cause extend the Offer for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by the Company); provided, however, that Merger Sub shall not be required to, and Parent and U.S. Parent shall not be required to expirecause Merger Sub to, extend the Offer beyond the Outside Date. Subject to In addition, Merger Sub may and, if requested by the Company, Merger Sub shall, make available one or more “subsequent offering periods”, in accordance with Rule 14d-11 of the Exchange Act, of not less than ten business days. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, accept pay for and pay for, (subject to any withholding of Tax pursuant to Section 2.02(h)) all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated pursuant to Article VIII, subject to the provisions of this Agreementfollowing sentence, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, as promptly as practicable and in no event later than 30 days after the date FINRA declares the Rule 1017 Application(s) “substantially complete,” with prior notice to the Company, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligation ; provided, however, if as of such date, FINRA has indicated that it is considering imposing material restrictions or limitations on the Company Broker-Dealers pursuant to NASD Rule 1017 as a result of the transactions contemplated by this Agreement, then Acquisition Sub toshall, and of Parent to shall cause Acquisition Sub to, commence the Offer and accept for payment, and pay for, within five days after the parties have resolved any Shares tendered pursuant potential material restrictions or limitations to the reasonable satisfaction of Parent. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to the satisfaction or waiver (to the extent permitted by this Agreement and under applicable Laws) of the conditions set forth in Exhibit A Annex B (the "“Tender Offer Conditions"”), and no other conditions. The initial expiration date of the Offer shall be 12:00 midnight (Eastern Time) at the end of the day on the date that is 20 business days after the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial “Expiration Time” and any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent expiration time and date established pursuant to an extension of the CompanyOffer in accordance with this Agreement, Sub shall not waive the Minimum Condition (as defined in Exhibit A)also an Expiration Time). Acquisition Sub expressly reserves the right (i) to increase the Offer Price and (ii) to waive any condition to the Offer (to the extent permitted by this Agreement and under applicable Laws) or modify the terms of the Offer, except that, without the prior written consent of the Company, Acquisition Sub shall not (iA) reduce the number of Shares subject to the Offer, (iiB) reduce the Offer Price, (iiiC) impose any other conditions add to the Offer other than the Tender Offer Conditions or amend or modify the any Tender Offer Conditions (other than to waive Condition in any Offer Conditions manner adverse to the extent permitted by this Agreement)holders of Shares, (ivD) except as otherwise provided in the next sentencethis Section 1.1, extend the OfferExpiration Time, or (vE) change the form of consideration payable in the Offer or Offer, provided, that nothing in this clause (viE) amend, waive or add any other term of shall limit Acquisition Sub’s ability to provide additional cash consideration in addition to the Offer in any manner adverse to the Company or the holders of SharesPrice. Notwithstanding the foregoing, (x) Acquisition Sub may, without the consent of the Company, (i) extend the OfferExpiration Time for one or more consecutive increments of not more than 20 business days each (the length of such period to be determined by Parent or Acquisition Sub), if at the any otherwise scheduled or extended expiration date of the Expiration Time any Tender Offer any of the Offer Conditions shall Condition has not be been satisfied or waived, until such time as such conditions are satisfied or waivedwaived (to the extent permitted by this Agreement and under applicable Laws), (ii) extend the Offer Expiration Time for any the minimum period required by any Law or Order, or any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "“SEC"”) or the its staff thereof or The NASDAQ Stock Market LLC (“NASDAQ”), in any such case which is applicable to the Offer and Offer, or (iii) make available a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act and (y) Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Offer for any reason Expiration Time at the request of the Company for one or more occasions for an aggregate period consecutive increments of not more than 10 20 business days beyond (the latest expiration date that would length of such periods to be determined by Parent giving reasonable consideration to the Company’s request) if at any otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the scheduled Expiration Time any Tender Offer Conditions have Condition has not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject waived (to the terms extent permitted by this Agreement and conditions under applicable Laws); provided that in the case of any extension of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn Expiration Time pursuant to either (x) or (y) above, such extension shall in no event extend the Offer that Sub is permitted Expiration Time to accept for payment under applicable lawa time later than, and pay for, pursuant to the Offer as soon as practicable after earlier of (1) the expiration termination of this Agreement in accordance with its terms or (2) the OfferTermination Date.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this AgreementOctober 28, Sub 2009, Buyer shall, and Parent shall cause Sub Buyer to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Sub Buyer to, and of Parent to cause Sub Buyer to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent A. The initial expiration date of the Company, Sub Offer shall not waive be the Minimum Condition 20th business day following the commencement of the Offer (as defined in Exhibit A)determined using Rule 14d-1(g)(3) of the SEC). Sub Buyer expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub Buyer shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to amend or waive the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)Minimum Tender Condition, (iv) except as provided add to the conditions set forth in the next sentence, extend the OfferExhibit A or modify any condition set forth in Exhibit A, (v) extend the Offer (except as set forth in the following two sentences), (vi) change the form of consideration payable in the Offer or (vivii) amend, waive otherwise amend or add any other term of modify the Offer in any manner adverse to the holders of Company or Common Stock (it being agreed that a waiver by Buyer of any condition, in its sole discretion, shall not be deemed to be adverse to the holders of SharesCompany Common Stock). Notwithstanding the foregoing, Sub but subject to the terms and conditions contained herein, Buyer may, but shall not be obligated to, without the consent of the Company, (i) extend the OfferOffer if, if at the scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions shall conditions to Buyer’s obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, in increments of not more than five business days each, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate a period of time not more than 10 to exceed ten business days beyond if, at the latest scheduled expiration date of the Offer, the Board of Directors of the Company shall have withdrawn, qualified or modified, or proposed publicly to withdraw, qualify or modify, its approval or recommendation of the Offer or the Merger; provided, however, that would otherwise if at the scheduled expiration date of the Offer (A) the only condition to Buyer’s obligation to purchase shares of Company Common Stock that is not satisfied is the condition set forth in clause (g) of Exhibit A (the “Outstanding Condition”) and (B) none of the matters set forth in the foregoing clauses (ii) or (iii) are applicable, then (x) Buyer shall be permitted under to extend the Offer for up to two additional five business day periods (but in no event to a date later than the business day immediately prior to the Outside Date) as contemplated by the foregoing clause (i) (the last of such periods being, the “Final Extension Period”) in order to provide additional time for the Outstanding Condition to be satisfied and (y) if the Outstanding Condition is not satisfied by the last day of the Final Extension Period then (1) if so directed by Buyer, the Company will abandon the license or authorization that is the subject of the Outstanding Condition and (ii2) of this sentence. So long as this Agreement is in effect Buyer shall waive the Outstanding Condition and consummate the Offer Conditions have on the last day of the Final Extension Period (assuming that all other conditions on Exhibit A remain satisfied at such time). In addition, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not been satisfied or waivedsatisfied, Sub Buyer shall, and Parent shall cause Sub Buyer to, cause extend the Offer at the request of the Company for such periods as the Company may request; provided that Parent and Buyer shall not be obligated to expireextend the Offer beyond January 31, 2010 (the “Outside Date”), provided further that if on January 31, 2010, all of the conditions set forth in Exhibit A are satisfied or waived other than any condition set forth in clause (f) or clause (g) of Exhibit A, the Outside Date shall be March 15, 2010. Subject to In addition, Buyer may and, if requested by the Company, Buyer shall, make available a “subsequent offering period”, in accordance with Rule 14d-11 of the SEC, of not less than 10 business days. On the terms and subject to the conditions of the Offer and this Agreement, Sub Buyer shall, and Parent shall cause Sub Buyer to, accept for payment and pay for, for all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable promptly after the expiration of the Offer. Notwithstanding the foregoing, if at any time consummation of the Offer is not practicable due to (A) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market or (B) the declaration of any banking moratorium or any suspension of payments in respect of banks or any material limitation (whether or not mandatory) on the extension of credit by lending institutions in the United States, consummation of the Offer will be delayed until such time as such events no longer make it impracticable to consummate the Offer. Buyer shall not terminate the Offer prior to any scheduled expiration date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Buyer shall, and Parent shall cause Buyer to, promptly (and in any event within 24 hours of such termination) terminate the Offer and shall not acquire any shares of Company Common Stock pursuant thereto. If the Offer is terminated by Buyer, or this Agreement is terminated prior to the acquisition of shares of Company Common Stock in the Offer, Buyer shall promptly return, and shall cause any depositary acting on behalf of Buyer to return, in accordance with applicable Law, all tendered shares of Company Common Stock that have not then been purchased in the Offer to the registered holders thereof.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the provisions of this Agreementterms hereof, as promptly as practicable practicable, but in no event later than five (5) business days after the date public announcement of the public announcement execution hereof by Parent and the Company of this Agreementparties, Sub shall, Acquisition shall (and Parent shall cause Sub Acquisition to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, commence as amended (the Offer"Exchange Act")), the Offer for any and all of the Shares, at the Offer Price. The obligation of Sub to, Acquisition to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Sub to, commence the Offer and Acquisition to accept for payment, payment and to pay for, for any Shares tendered pursuant to the Offer tendered) shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 3.2(a)) and unvested Company Stock Options that vest prior to the Final Date (as defined in Section 7.1), but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Acquisition expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, no change may be made that (i) decreases the Offer Price, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Exhibit Annex A (to broaden the "Offer Conditions") (any scope of which may be waived in whole or in part by Sub in its sole discretionsuch conditions, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add amends any other term of the Offer in any a manner adverse to the Company or the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (ivii) extend the Offer, if at the scheduled or extended expiration date of extends the Offer except as provided in Section 1.1(b), or (viii) amends or waives the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Acquisition and may be waived by Parent and Acquisition, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent and Acquisition at any time to exercise any of the Offer Conditions foregoing rights shall not be satisfied or waived, until deemed a waiver of any such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shallright, and Parent each such right shall cause Sub to, cause be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Offer not to expire. Subject to the terms and conditions Company or any of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly its subsidiaries will be tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of in the Offer.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable (but in no event later than five ten (10) business days days) after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent ). The initial expiration date of the CompanyOffer shall be midnight, Sub shall not waive New York City time, on the Minimum Condition 20th business day following the commencement of the Offer (as defined in Exhibit A)determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub expressly reserves the right to to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the CompanyCompany (unless the Company takes any action contemplated by Section 5.02(b)), Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to change, modify or waive the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner materially adverse to any holders of Company Common Stock, (v) except as otherwise provided in the next sentencethis Section 1.01(a), extend or otherwise change the expiration date of the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) otherwise amend, waive modify or add supplement any other term of the terms of the Offer in any manner materially adverse to the Company or the any holders of SharesCompany Common Stock. Notwithstanding anything in this Agreement to the foregoingcontrary, Sub may, in its discretion, without the consent of the Company, (iA) without limiting Parent's or Sub's obligations under the following sentence, extend the OfferOffer on one or more occasions for any period ending no later than the Termination Date, if at the on any then-scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, waived and (iiB) extend the Offer for any period ending no later than the Termination Date required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer Offer. Parent and (iii) extend the Offer for any reason for one or more occasions for an aggregate period Sub agree that if not all of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been are satisfied or waivedor, in Sub's sole discretion, waived on any then-scheduled expiration date of the Offer, then, provided that all such conditions are reasonably capable of being satisfied by the Termination Date and subject to the rights of Parent under Article VIII, Sub shall, and Parent shall cause Sub to, cause extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days each, for an aggregate period of time ending no later than the Termination Date that Parent reasonably believes is necessary for such conditions to be satisfied, until such time as such conditions are satisfied; provided, however, that Sub shall not be required to expireextend the Offer beyond the Termination Date. Subject In any event, the Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.01(a)), unless this Agreement is validly terminated in accordance with Article VIII. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, for (subject to any withholding of tax pursuant to Section 1.01(d)) all Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration date of the OfferOffer (as it may be extended and re-extended in accordance with this Section 1.01(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the "Offer Closing", and the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date". Sub expressly reserves the right to, in its sole discretion, extend the Offer for a "subsequent offering period" in accordance with Rule 14d-11 under the Exchange Act following the Offer Closing, and the Offer Documents may, in Sub's sole discretion, provide for such a reservation of right.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence the Offer. The obligation of Sub Purchaser to, and of Parent to cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub Purchaser in its sole discretion), provided that, without and to the consent terms and conditions of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A))this Agreement. Sub Purchaser expressly reserves the right to modify the terms and conditions of the Offer, except that, without the prior written consent of the CompanyCompany or as expressly permitted by this Agreement, Sub Purchaser shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer PricePer Share Amount, (iii) impose any other conditions modify or add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)conditions set forth in Exhibit A, (iv) except as provided in the next sentencefollowing sentence or in Section 1.01(b), extend the term of the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add make any other term of the Offer in any manner modifications that are otherwise materially adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (iA) extend the Offer, if at term of the Offer beyond any scheduled or extended expiration date of the Offer if, at any such scheduled expiration date, any of the conditions to Purchaser's obligation to accept for payment, and pay for, shares of Company Common Stock tendered pursuant to the Offer Conditions shall not be have been satisfied or waivedwaived (provided, until however, that Purchaser may extend the Offer under this clause (A) on not more than one occasion and for not more than ten business days on such time as such conditions are satisfied or waived, occasion) and (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for or any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under other applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the OfferLaw.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable practicable, but in no event later than five business days after the date of the public announcement by Parent execution and the Company delivery of this Agreement, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence the OfferOffer within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The obligation of Sub Purchaser to, and of Parent to cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any Shares shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub Purchaser in its sole discretion, provided that, without the consent of the Company, Sub shall Purchaser may not waive the Minimum Tender Condition (as defined in Exhibit A)). Sub The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer. Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub Purchaser shall not not, except as provided in the next sentence: (i) reduce the number of Shares shares of Common Stock subject to the Offer, ; (ii) reduce the Offer Price, price per share of Common Stock to be paid pursuant to the Offer; (iii) impose any other conditions modify or add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive conditions set forth in Exhibit A in any Offer Conditions manner adverse to the extent permitted by this Agreement), holders of Common Stock; (iv) except as provided in the next sentence, extend the Offer, ; (v) change the form of consideration payable in the Offer Offer; or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCommon Stock. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (ix) extend the OfferOffer for up to a maximum of 10 additional business days, if at the scheduled or extended initial expiration date of the Offer any of the Offer Conditions shall conditions to Purchaser's obligation to purchase shares of Common Stock set forth herein or in Exhibit A are not be satisfied or waived, until such time as such conditions are satisfied or waived, satisfied; (iiy) extend the Offer for any period required by applicable law, including any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof SEC applicable to the Offer Offer; and (iiiz) extend the Offer for any reason for one or more occasions for an aggregate a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentenceSection 1.1(a). So long as this Agreement is in effect If the Minimum Tender Condition has been satisfied and all other conditions to the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions waived but less than 90% of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Fully Diluted Shares (as defined below) have been validly tendered and not withdrawn on the scheduled expiration date, Purchaser may accept and purchase all of the Common Stock tendered in the initial offer period and may notify holders of Common Stock of Purchaser's intent to provide a "subsequent offer period" for tender of at least 90% of the Fully Diluted Shares pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration Rule 14d-11 of the Offer.Exchange Act, which subsequent offer period shall not exceed 15 business days. "

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable after the date hereof, but in no event later than five business days ten Business Days after the date of hereof, Acquisition Sub shall commence an offer (the public announcement by Parent and the Company "OFFER") to purchase for cash 14,392,003 Shares (which shall include, for purposes of this Agreement, Sub shall(i) all Shares issuable in respect of exercisable, in-the-money Company Options which have been "conditionally exercised" by the holder thereof for purposes of participating in the Offer, and Parent shall cause Sub to(ii) all Shares issued prior to the expiration of the Offer upon the conversion of any convertible securities or upon the exercise of any options or warrants) (such number of Shares, commence the Offer"MAXIMUM NUMBER") at a price of $70.00 per Share, net to the seller in cash (such price, as may hereafter be increased, the "OFFER PRICE"). The obligation of Acquisition Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, payment any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A Annex I hereto. The initial expiration date of the Offer shall be the twentieth Business Day following the commencement of the Offer (determined under Rule 14d-1(g)(3) promulgated under the "Offer Conditions") (1934 Act). Acquisition Sub expressly reserves the right to waive any of which may be waived in whole or in part by Sub in its sole discretionthe conditions to the Offer, provided modify the terms of the Offer, and increase the Offer Price; PROVIDED that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Acquisition Sub shall not (i) increase or reduce the number of Shares subject to the OfferMaximum Number, (ii) reduce the Offer Priceprice per Share to be paid pursuant to the Offer, (iii) impose any other conditions add to the Offer other than the Offer Conditions conditions set forth in Annex I or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)condition set forth in Annex I, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer Offer, or (viv) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) or any period required by applicable law. If any of the conditions to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Acquisition Sub shall extend the Offer from time to time until such conditions are satisfied or waived; PROVIDED that (i) each such extension of the Offer shall be for any reason for one or more occasions for an aggregate a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or ten Business Days, and (ii) Acquisition Sub shall not, without the prior written consent of this sentence. So long as this Agreement is in effect and the Company, extend the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause beyond the Offer not to expireTermination Date. Subject to the foregoing and upon the terms and subject to the conditions of the Offer and this AgreementOffer, Acquisition Sub shall, and Parent shall cause Sub to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law(including if no Shares are validly tendered and not withdrawn), and pay for, pursuant to the Offer as soon as practicable after the expiration but not in excess of the OfferMaximum Number.

The Offer. (a) Subject to Provided that (1) none of the provisions events or circumstances set forth in paragraphs (a) through (g) of this AgreementAnnex A hereto shall have occurred and be existing (and shall not have been waived by Merger Sub) and (2) the Company shall have complied in all material respects with its obligations under Section 1.2, as promptly as practicable reasonably practicable, but in no event later than five ten (10) business days (as defined in Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the public announcement by Parent and the Company of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the SEC. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent Annex A. The initial expiration date of the Company, Sub Offer shall not waive be the Minimum Condition 20th business day following the commencement of the Offer (as defined in Exhibit Adetermined using Exchange Act Rule 14d-1(g)(3)). Merger Sub expressly reserves the right to waive any condition to the Offer, to increase the price per Share payable in the Offer and/or to modify the other terms of the Offer, except that, without the consent of the Company, Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to waive the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementas defined in Annex A), (iv) add to the conditions set forth in Annex A or modify any condition set forth in Annex A in a manner adverse to the holders of Company Common Stock, (v) extend the Offer (except as provided in the next sentence, extend the Offerbelow), (vvi) change the form of consideration payable in the Offer or (vivii) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and Offer, (ii) if at the scheduled expiration date of the Offer, any of the conditions set forth in Annex A shall not have been satisfied or waived, for one (1) or more periods of not more than ten (10) business days each, until such time as such conditions are satisfied or waived, or (iii) extend the Offer for any reason for one (1) or more occasions periods for an aggregate period of not more than 10 twenty (20) business days beyond the latest expiration date that would otherwise be permitted under if, on such expiration date, there shall not have been tendered and not withdrawn that number of Shares that, together with any Shares then owned by Parent, would equal ninety percent (90%) or more of the issued and outstanding Shares; provided that if Merger Sub shall extend the offer pursuant to this clause (iii), Merger Sub shall waive during such extension all conditions set forth in Annex A other than the Minimum Tender Condition, the Regulatory Condition and the conditions set forth in paragraphs (a), (b) and (f) therein. In addition, subject to Parent’s right to terminate this Agreement pursuant to Section 9.1, (i) if at the initially scheduled expiration date of the Offer, any one or more of the Minimum Tender Condition, the Regulatory Condition or the conditions set forth in paragraphs (a), (b), (e) or (iif) of this sentence. So long as this Agreement is in effect and Annex A are not satisfied, at the Offer Conditions have not been satisfied or waived, request of the Company Merger Sub shall, and Parent shall cause Merger Sub to, extend the offer one (1) time for a period of up to ten (10) business days and (ii) if at any extended expiration date of the Offer, the Regulatory Condition or the conditions set forth in paragraphs (e) or (f) of Annex A are not satisfied, at the request of the Company Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for increments of not more than ten (10) business days each until such time as such conditions are satisfied or waived; provided that Merger Sub shall not be required to expireextend the Offer beyond the Outside Date. Subject Further, Merger Sub may, without the consent of the Company, make available a “subsequent offering period”, in accordance with Rule 14d-11 promulgated by the SEC under the Exchange Act, for up to twenty (20) business days. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept pay for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. For the avoidance of doubt, the parties hereto agree that shares of Restricted Stock may be tendered in the Offer and be acquired by Parent or Merger Sub pursuant to the Offer.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable after the date of this Agreement (but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement), Sub shall, and Parent shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Offer ConditionsEXCHANGE ACT") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not and Parent shall not permit Sub to (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions to waive or change the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementas defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as provided in the next sentence, extend the Offer, Offer or (vvi) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (iA) extend the Offer, if at the scheduled or any extended expiration date of the Offer (whether extended pursuant to this clause (A) or otherwise) any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waived, until extend the Offer for such time period as Sub determines; PROVIDED that such extension shall be in increments of not more than five business days if all of the conditions are set forth in Exhibit A other than the Minimum Tender Condition have been satisfied or waivedwaived at such scheduled or extended expiration date, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iiiC) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for any reason for one or more occasions for an aggregate a period of not more than 10 ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (iA) or (iiB) of this sentence. So long as this Agreement is In addition, Sub may make available a "subsequent offering period", in effect and accordance with Rule 14d-11 of the Offer Conditions have Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waivedwaived at the scheduled expiration date of the Offer, at the request of the Company, Sub shall, and Parent shall cause Sub to, cause extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to expirethe Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for, for all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions of this ---------- Agreement, as promptly as practicable practicable, but in no event later than five business days after the date public announcement of the public announcement by Parent and the Company of this AgreementOffer, Acquisition Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Acquisition Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock or Preference Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Acquisition Sub in its sole discretion, provided that, without ) and to the consent terms and conditions of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A))this Agreement. Acquisition Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Acquisition Sub shall not (i) reduce the number of Shares subject shares of Company Common Stock or Preference Stock to be purchased in the Offer, (ii) reduce the Common Stock Offer Price or the Preference Stock Offer Price, (iii) impose any other conditions modify or add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)conditions set forth in Exhibit A, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add amend any other term of the Offer in any a manner adverse in any material respect to the Company or the holders of SharesCompany Common Stock or Preference Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to exceed 20 business days, if at the any scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions conditions to Acquisition Sub's obligation to accept for payment, and pay for, shares of Company Common Stock or Preference Stock shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend terminate the Offer for without prejudice to any reason for one or more occasions for an aggregate period of not more than 10 business days beyond its and Parent's rights under this Agreement, including to proceed with the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is Merger in effect and the Offer Conditions have not been satisfied or waived, Sub shallaccordance with, and Parent shall cause Sub tosubject to the terms and conditions of, cause the Offer not to expirethis Agreement. Subject to the terms and conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares shares of Company Common Stock and Preference Stock validly tendered and not withdrawn pursuant to the Offer that Acquisition Sub is permitted becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, subject to compliance with Rule 14e-1(c) under the Exchange Act (as defined below).

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence amend the OfferOffer as soon as practicable on or after the date hereof to (i) increase the Per Share Amount to $21.00, (ii) modify the conditions of the Offer to conform to the conditions or events set forth in Annex A hereto and no others and (iii) to make such other amendments as are required to conform the Offer to this Agreement. The Except as otherwise provided in the following sentence, the obligation of Sub to, and of Parent Purchaser to cause Sub to, commence the Offer and accept for payment, payment and pay for, any for Shares validly tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Exhibit Annex A (hereto. Purchaser expressly reserves the "Offer Conditions") (right to waive any of which may be waived in whole or in part by Sub in its sole discretion, provided that, such condition without the consent of the Company, Sub shall and to make any other changes in the terms of the Offer; provided, however, that without the consent of the Independent Directors Committee, (i) Purchaser may not amend or waive the Minimum Tender Condition (as defined in Exhibit Annex A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, and (ii) reduce no change may be made that decreases the Offer PricePer Share Amount, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change changes the form of consideration payable in the Offer or (vi) amendOffer, waive or add any other term reduces the maximum number of Shares to be purchased in the Offer, imposes conditions to the Offer in any manner adverse to the Company addition to, modifying or supplementing those set forth in Annex A hereto or otherwise adversely affects the holders of the Shares. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (i) extend the OfferOffer from time to time for up to ten business days for each such extension, if at the then scheduled or extended expiration date of the Offer any of the conditions of the Offer Conditions set forth in Annex A shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Purchaser shall provide a "subsequent offering period" (as contemplated by Rule 1 4d- 11 under the Exchange Act) of not less than three business days following its acceptance for payment of Shares in the Offer. If any of the conditions of the Offer and (iii) set forth in Annex A is not satisfied or waived on any scheduled expiration date of the Offer, then, if requested by the Independent Directors Committee, Purchaser shall extend the Offer for any reason for one or more occasions for an aggregate times (the period of each such extension to be determined by Purchaser) for up to 30 days in the aggregate for all such extensions; provided, that at the time of such extension any such condition is reasonably capable of being satisfied; and provided, further, that the failure of such condition to be satisfied is not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) result of a willful breach by the Company of any of its representations, warranties or (ii) of covenants contained in this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expireAgreement. Subject to the terms and conditions of the Offer and this AgreementOffer, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, accept pay, as promptly as practicable after expiration of the Offer, for and pay for, all Shares validly tendered in the Offer and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offerwithdrawn.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with SECTION 8.1 and subject to the other provisions of this Agreement, as promptly as practicable but in no event later than five business days (5) Business Days (as defined below) after the date of the public announcement by Parent and the Company of this Agreement, Acquisition Sub shall, and Parent Purchaser shall cause Acquisition Sub to, commence the Offer. The initial scheduled expiration date for the Offer shall be twenty (20) Business Days following the commencement of the Offer. The obligation of Acquisition Sub to, and of Parent Purchaser to cause Acquisition Sub to, commence the Offer and accept for payment, and pay for, any Shares of Company Common Stock properly tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit ANNEX A attached hereto (the "Offer ConditionsOFFER CONDITIONS") (), any of which may be waived waived, in whole or in part part, by Sub Acquisition Sub, in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (discretion except as defined in Exhibit A))set forth below. Acquisition Sub expressly reserves the right to modify the terms of the OfferOffer in a manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Acquisition Sub shall not (i) waive or otherwise modify the Minimum Condition (as defined in ANNEX A attached hereto) so as to reduce the minimum number of Shares subject that Acquisition Sub will accept in the Offer to an amount constituting less than sixty-six and two-thirds percent (66 2/3%) of the Offeraggregate outstanding Shares, (ii) reduce the Offer PricePer Share Amount, (iii) impose any other conditions to the Offer other than in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or Offer, (vi) reduce the maximum number of Shares to be purchased, or (vii) amend, add to or waive or add (except to the extent expressly permitted by this Agreement) any other term of the Offer in any a manner adverse to the Company or the holders of SharesShares of Company Common Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the OfferOffer if, if at the scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waivedwaived but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date (as defined in SECTION 8.1(b) hereof) or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.the

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreementhereof, Sub shall, and Parent shall cause Sub to, commence the Offer. The Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the SEC); provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be is subject only to the conditions set forth in Exhibit A Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The initial expiration date of the Offer (the "Offer Conditions"EXPIRATION DATE) (any of which may shall be waived in whole or in part by Sub in its sole discretion, provided that, without the consent 20th business day following the commencement of the Company, Sub shall not waive Offer (determined pursuant to Rules 14d-1 and 14d-2 promulgated by the Minimum Condition (as defined in Exhibit A)SEC). Sub expressly reserves the right to modify the terms and conditions of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of Shares subject shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to reduce or waive the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementdefined in Annex 1), (iv) add to the conditions set forth in Annex 1, (v) except as provided in the next sentence, extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) amend, waive or add amend any other term condition of the Offer in any manner adverse to the Company or the holders of SharesCompany's stockholders. Notwithstanding the foregoing, Sub may, without the consent of the Company, (iA) extend the OfferOffer in increments of not more than ten business days each, if at the scheduled or extended expiration date of the Offer Expiration Date any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation interpretation, position or position request of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iiiC) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC). Without limiting the right of Sub to extend the Offer for Offer, in the event that any reason for one or more occasions for an aggregate period of condition set forth in Annex 1 is not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waivedwaived at the scheduled Expiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, cause extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the date that is 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the Offer is not capable of being satisfied on or prior to expirethe date specified in Section 9.1(b)(ii)(B), provided that such inability to satisfy such condition is not due to any failure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the date specified in Section 9.1(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly payment shares of Company Common Stock tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offerit is legally permitted to do so under applicable Law.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub toSub, no later than November 8, 2001, to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer, at a price of $15.25 per share, net to the seller in cash, without interest (or at such higher price as Sub in its sole discretion elects to offer) (the "Offer Price"), but subject to any withholding required by law. The obligation of Parent and Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any for Shares tendered pursuant to the Offer shall be subject only to the condition that there shall be validly tendered prior to the expiration date of the Offer and not withdrawn a number of Shares which, when added to the shares of Company Common Stock owned by Parent, represent at least 90.1% of the Shares issued and outstanding on a fully diluted basis (including for purposes of such calculation all shares of Company Common Stock issuable upon exercise of all Company Options (as defined in Section 2.6) that vest (or upon consummation of the Offer will vest) (but excluding shares of Company Common Stock that are issuable upon the exercise of Company Options that are cancelled pursuant to Section 2.6(a) hereof or upon the exercise of Company Warrants that are cancelled pursuant to Section 2.7 hereof) and the exercise of all outstanding Company Warrants (as defined in Section 2.7)) (the "Minimum Condition") and to the other conditions set forth in Exhibit A Annex I (collectively, the "Offer Conditions") (). Parent and Sub expressly reserve the right to waive any of which the Offer Conditions (except that Parent and Sub may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (except with the consent of the Company or as defined and to the extent provided in Exhibit Athis Agreement)). Sub expressly reserves , to increase the right price per share payable in the Offer and to modify make any other change or changes in the terms or conditions of the Offer, including without limitation extending the expiration date, except that, without the consent of the Company, Parent and Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)) in a manner adverse to the holders of the Company Common Stock, (iv) except as provided in the next sentenceSection 1.1(b), extend the Offer, (v) change the form of consideration payable in the Offer Offer, or (vi) amend, waive or add amend any other term of the Offer in any a manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the OfferShareholders.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as reasonably practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act") the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A))attached hereto. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Merger Consideration per share of Company Common Stock to be paid pursuant to the Offer Price(except as provided in Section 2.01(e) above), (iii) impose any other conditions waive the Minimum Tender Condition, add to the Offer other than the Offer Conditions conditions set forth in Exhibit A or modify the Offer Conditions (other than to waive any Offer Conditions condition set forth in Exhibit A in any manner adverse to the extent permitted by this Agreement)holders of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (iA) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and Offer, (iiiC) extend the Offer for any reason for on one or more occasions for an aggregate a period of not more than 10 five business days beyond the latest expiration date that would otherwise be permitted under clause (iA) or (iiB) of this sentence. So long as this Agreement is in effect sentence and (D) extend the Offer Conditions have to permit a subsequent offering period in accordance with Rule 14d-11 as promulgated by the SEC under the Exchange Act. Parent and Sub agree that if all of the conditions to the Offer are not been satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Sub shall, and Parent shall cause Sub to, cause not be required to extend the Offer not to expirebeyond January 15, 2002. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent Conopco shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent Conopco to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent Section 7.01. The initial expiration date of the Company, Sub Offer shall not waive be the Minimum Condition 20th business day following the commencement of the Offer (as defined in Exhibit A)determined using Rule 14d-2 of the SEC). Sub expressly reserves the right to modify the terms of the Offer or waive any condition to the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions to reduce or waive the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementas defined in Section 7.01), (iv) except as provided modify, in any manner adverse to the next sentenceholders of Company Common Stock, extend or add to, the Offerconditions set forth in Section 7.01, (v) extend the Offer or (vi) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the OfferOffer in increments of not more than five business days each, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) make available a subsequent offering period (within the meaning of Rule 14d-11 of the SEC). Without limiting the right of Sub to extend the Offer for Offer, in the event that any reason for one condition set forth in paragraph (a) of Section 7.01 is not satisfied or more occasions for an aggregate period of not more than 10 business days beyond waived at the latest scheduled expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waivedOffer, at the request of the Company Sub shall, and Parent Conopco shall cause Sub to, cause extend the expiration date of the Offer in increments of five business days each until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Conopco reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to expireSeptember 30, 2000, (y) the termination of this Agreement in accordance with its terms and (z) September 30, 2000. Subject to In addition, on the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of $23.25 per share of Company Common Stock (and associated Right), net to the seller in cash, without interest thereon (the "Offer Price"), and to set July 6, 2004 (the "Initial Expiration Date"), as the expiration date for the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the satisfaction or waiver by Sub of the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). A. Sub expressly reserves the right right, subject to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to waive or change the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementas defined in Exhibit A), (iv) except as provided add to the conditions set forth in Exhibit A, modify any condition set forth in Exhibit A or amend any term of the next sentenceOffer set forth in this Agreement, extend in each case, in any manner adverse to the Offerholders of Company Common Stock, (v) extend the Offer or (vi) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Sharesthan by adding consideration). Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the OfferOffer from time to time for one or more additional periods of not more than five business days each, or such longer period as may be approved by the Company, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions set forth in Exhibit A to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or (if permitted) waived, until such time as such conditions are satisfied or waived, waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend Offer; provided, that, the expiration date of the Offer for any reason for one shall not be extended beyond July 19, 2004 (the "Outside Date"). In addition, if, at the scheduled or more occasions for an aggregate period of not more than 10 business days beyond the latest extended expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer, all the conditions to the Offer Conditions have not been satisfied or waivedwaived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the outstanding Company Common Stock, without the consent of the Company, Sub shallshall (subject to applicable law) have the right to provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act, for up to 20 business days after Sub's acceptance for payment of the shares of Company Common Stock then tendered and Parent shall cause Sub to, cause not withdrawn pursuant to the Offer not to expireOffer. Subject to Upon the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for, for all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer in accordance with Exchange Act Rule 14e-1(c) or (in the case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof in accordance with Exchange Act Rule 14d-11.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Target Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). A. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the consent of the CompanyTarget, Sub shall not (i) reduce the number of Shares shares of Target Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Target Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions waive the Minimum Tender Condition, add to the Offer other than the Offer Conditions conditions set forth in Exhibit A or modify the Offer Conditions (other than to waive any Offer Conditions condition set forth in Exhibit A in any manner adverse to the extent permitted by this Agreement)holders of Target Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesTarget Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the CompanyTarget, (iA) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Target Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iiiC) extend the Offer for any reason for on one or more occasions for an aggregate a period of not more than 10 five business days beyond the latest expiration date that would otherwise be permitted under clause (iA) or (iiB) of this sentence. So long as this Agreement is in effect Parent and Sub agree that if all of the conditions to the Offer Conditions have are not been satisfied on any scheduled expiration date of the Offer then, PROVIDED that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied or waived, PROVIDED that Sub shall, and Parent shall cause Sub to, cause not be required to extend the Offer not to expirebeyond the Outside Date. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Target Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable practicable, but in no event later sooner than five business days after fifteen (15) Business Days from the date of the public announcement by Parent and the Company of this Agreementhereof, Sub shall, and Parent shall cause Sub to, commence the OfferOffer in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and or accept for payment, payment and pay for, for any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent A. Upon expiration of the CompanyOffer in accordance with the terms of this Agreement and satisfaction or waiver, Sub shall not waive to the Minimum Condition (as defined extent waivable, of the conditions set forth in Exhibit A)), Parent shall cause Sub to accept and pay for the tendered shares of Company Common Stock in accordance with the terms of this Agreement. The initial expiration date of the Offer shall be the later of the 45th Business Day following the commencement of the Offer (determined using Rule 14d-2 of the SEC) or the day of the MBO Pre-Closing. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions waive the Minimum Tender Condition (as defined in Exhibit A), add to the Offer other than the Offer Conditions conditions set forth in Exhibit A or modify the Offer Conditions (other than to waive any Offer Conditions condition set forth in Exhibit A in any manner adverse to the extent permitted by this Agreement)holders of Company Common Stock, (iv) except as provided below in the next sentencethis Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoingforegoing but subject to Section 7.01, Sub may, without the consent of the Company, (iA) extend the OfferOffer for one or more periods of time that Sub reasonably believes are necessary to cause the conditions of the Offer set forth in Exhibit A hereto to be satisfied if, if at the scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions shall conditions to Sub’s obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and Offer, (iiiC) extend the Offer for any reason up to four (4) Business Days following Parent’s receipt of written notice pursuant to Section 4.02(b), (D) extend the Offer for one or more occasions for an aggregate a single period of time not more than 10 business days exceeding five (5) Business Days beyond the latest expiration date of the Offer that would otherwise be permitted under clause subclauses (iA), (B) or (iiC) of this sentence. So long as this Agreement is in effect Section 1.01, if on such date more than 80% but less than 90% of the shares of Company Common Stock (determined on a fully diluted basis) has been validly tendered and not withdrawn pursuant to the Offer, or (E) revise the terms of the Offer Conditions have to be consistent with any amendment to the MBO Agreement or the terms of any other agreement for the sale of the MBO Business entered into pursuant to Section 4.02(e) hereof. Parent and Sub agree that if all of the conditions to the Offer are not been satisfied or waivedon any scheduled expiration date of the Offer, then, if requested by the Company, Sub shall, and Parent shall cause Sub to, extend the Offer for one or more periods of time that Company reasonably believes are necessary to cause the conditions of the Offer set forth in Exhibit A hereto to be satisfied, from time to time, until such conditions are satisfied or waived, provided that Sub shall not be required to expireextend the Offer beyond the Outside Date (as defined in Section 7.01(b)(i). Subject Parent and Sub shall not terminate the Offer prior to any scheduled expiration date (as the same may be extended or required to be extended) without the prior written consent of the Company except in the event this Agreement is terminated pursuant to Section 7.01. If the Minimum Tender Condition has been satisfied, Sub may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) following its acceptance for payment of shares of Company Common Stock in the Offer. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable practicable, but no later than two (2) Business Days after the expiration of the Offer.

The Offer. (a) Subject to the provisions conditions of this AgreementAgreement and provided that this Agreement has not been terminated in accordance with Article VIII, as promptly as practicable but in no event later than five ten business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "“Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent ”). The initial expiration date of the CompanyOffer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, Sub shall not waive as amended (the Minimum Condition (as defined in Exhibit A“Exchange Act”)). Sub expressly reserves the right to waive any Offer Condition or modify the terms of the Offer, except that, without the prior written consent of the Company, which consent may be withheld in its sole discretion, neither Parent nor Sub shall not may: (i) reduce the number of Shares subject shares of Company Common Stock to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose waive the Minimum Tender Condition, (iv) add to the Offer Conditions, (v) modify any other conditions Offer Condition in any manner adverse to the holders of Company Common Stock, (vi) waive the condition set forth in clause (ii) of Exhibit A or the condition set forth in clause (a) of Exhibit A, (vii) extend the Offer other than the Offer Conditions or modify the Offer Conditions (other than pursuant to waive any Offer Conditions to the extent permitted by and in accordance with this Agreement), (iv) except as provided in the next sentence, extend the Offer, (vviii) change the form of consideration payable in the Offer or Offer, (viix) amend, waive or add any other term of otherwise amend the Offer in any manner materially adverse to the Company or the holders of SharesCompany Common Stock or (x) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 promulgated under the Exchange Act. Notwithstanding the foregoing, Sub may, without the consent preceding provisions of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC"this Section 1.01(a) or the staff thereof applicable anything to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is contrary set forth in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept extend the Offer for any period required by any Law or Judgment, or any rule, regulation, interpretation or position of the SEC or the staff thereof, in any such case which is applicable to the Offer. In addition, subject to the parties’ respective rights to terminate the Agreement under Article VIII, (1) if at the otherwise-scheduled expiration date of the Offer any Offer Condition other than the Minimum Tender Condition is not satisfied or waived (if permitted hereunder), Sub shall, and pay forParent shall cause Sub to, extend the Offer for one or more successive periods of ten business days each, in order to permit the satisfaction of all Shares validly tendered and not withdrawn of the Offer Conditions, provided, however, that in no event shall Sub be required to extend the expiration date of the Offer to any date later than the Outside Date pursuant to this clause (1), and (2) if all of the Offer that Sub is Conditions (other than the Minimum Tender Condition) have been satisfied or waived (if permitted hereunder), or if not then satisfied or waived, are by their nature to accept for payment under applicable lawbe satisfied at the Acceptance Time, and pay for, pursuant to then at the Offer as soon as practicable after the otherwise-scheduled expiration date of the Offer, Sub may, and, if requested by the Company in its sole discretion, Sub shall, and Parent shall cause Sub to, extend the Offer for one or more periods of ten business days each; provided, however, that (A) in no event shall Sub be required or permitted to extend the expiration date of the Offer to any date later than the Outside Date pursuant to this clause (2), (B) in no event shall Sub be required or permitted to extend the expiration date of the Offer more than four times pursuant to this clause (2) and (C) Sub shall not be required to extend the expiration date of the Offer following the consummation of a transaction contemplated by a Company Takeover Proposal; provided, however, that for the purposes of this clause (C) only, “Company Takeover Proposal” shall have the meaning assigned to such term in Section 5.02(e) except that all references to 20% therein shall be deemed to be references to “50%”.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of the execution and delivery of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub toSub, and of Parent to cause Sub toSub, to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any and to the terms and conditions of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A))this Agreement. Sub expressly reserves the right right, subject to compliance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to modify the terms of the Offer, except that, without the written consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any by waiver) the Offer Conditions to the extent permitted by this Agreement)Conditions, (iv) except as provided in the next sentencetwo sentences, extend the Offer, (v) change the form of consideration payable in the Offer or Offer, (vi) amendwaive the Minimum Condition (as defined in Exhibit A), waive or add (vii) amend or alter any other term of the Offer in any manner materially adverse to the Company or the holders of the Shares. Notwithstanding the foregoing, at any time prior to termination of this Agreement, Sub may, without the consent of the Company, (i) extend the Offer, (A) if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (C) for a period not to exceed an aggregate of 10 business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, if, immediately prior to such expiration date (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer, when added to the number of shares of Company Common Stock to be received by Sub upon conversion of all of the Series E Preferred Stock to be held by Sub upon consummation of the Preferred Stock Purchase Agreement, equal less than 90% of the Fully Diluted Shares (as defined in Exhibit A) as of the scheduled expiration date of the Offer, as it may be extended from time to time, and (iiiD) until 10 business days following the expiration of the 10 business day period referred to in clause (iv) of condition (c) of Exhibit A and, if such clause (iv) of condition (c) shall not have been satisfied, for so long as Parent and Sub shall determine until, in their sole discretion, all conditions of the Offer are satisfied or waived. Without limiting the right of Sub to extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond pursuant to the latest expiration date immediately preceding sentence, in the event that would otherwise be permitted under clause (i) the Minimum Condition has not been satisfied or (ii) any condition set forth in paragraph (a) of this sentence. So long as this Agreement Exhibit A is in effect and not satisfied at the Offer Conditions have not been satisfied or waivedscheduled expiration date of the Offer, Sub shall, and Parent shall cause Sub to, cause extend the expiration date of the Offer in increments of five business days each until the earliest to occur of (x) the satisfaction or waiver of the Minimum Condition or such other condition, or Parent reasonably determines that any Offer Condition is not capable of being satisfied on or prior to expireOctober 15, 1999, (y) the termination of this Agreement in accordance with its terms and (z) October 15, 1999; PROVIDED, HOWEVER, that if any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) has publicly made an Acquisition Proposal (as defined in Section 6.02(b)) or disclosed in writing its intention to make an Acquisition Proposal, Sub shall not be required pursuant to this sentence to extend the Offer for more than five business days from the date of such publication or written disclosure of such Acquisition Proposal unless the Company's Board of Directors has reaffirmed its recommendation that the stockholders of the Company accept the Offer. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to Provided that none of the provisions of this Agreementconditions set forth on Exhibit A hereto shall have occurred and be continuing, as promptly as practicable but in no event later than five business days after the date of the public announcement (on the date hereof or the following day) by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, ; provided that, without the express written consent of the Company, Sub shall may not waive the Minimum Stockholder Agreement Condition (as defined in Exhibit A)). Sub expressly reserves the right right, subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)Conditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive amend or add alter any other term of the Offer in any manner adverse to the Company or the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (iA) extend the OfferOffer for a specified period, if at the scheduled or any extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (C) extend the Offer for up to ten business days if there have not been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares that, together with Shares subject to the Stockholder Agreement which have not been validly tendered, would constitute at least 90% of the fully diluted Shares as of the date of determination and (iiiD) extend the Offer for any reason for one or more occasions for an aggregate period of not up to two business days; provided that no more than 10 business days beyond the latest expiration date that would otherwise three extensions shall be permitted under clause clauses (iC) or and (iiD) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject only to the terms and conditions of the Offer and this Agreementset forth in Exhibit A, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable but in no event later than five ten (10) business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the SEC. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit EXHIBIT A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, except as otherwise provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)herein). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the OfferOffer or reduce or waive the Minimum Tender Condition, (ii) reduce the consideration per share of Company Common Stock to be paid pursuant to the Offer below the Offer Price, (iii) impose any other conditions modify or add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)conditions set forth in EXHIBIT A, (iv) except as provided in the next sentence, extend the Offer, Offer or (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (ia) extend the OfferOffer for up to forty-five (45) days, if at the initial scheduled or extended expiration date of the Offer (which shall be twenty (20) business days following the commencement of the Offer) any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer, if all of the conditions to the Offer are satisfied or waived but the number of the Shares validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares on a Fully Diluted Basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); PROVIDED, that Sub shall immediately accept and promptly pay for all Company Common Stock tendered prior to the date of an extension pursuant to clause (B) and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension, (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer Offer, and (iiiD) extend the Offer for any reason for one or more occasions for an aggregate period in increments of not more than 10 twenty (20) business days beyond days, if at the latest initial scheduled expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions (or any extension thereof) the waiting period (and any extension thereof) applicable to any of the Transactions under the HSR Act shall not have been terminated or shall not have expired or any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of the Merger, shall not have been satisfied obtained or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expiremade. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer and, with respect to any extension of the Offer, as soon as practicable after shares of Company Common Stock are validly tendered. Sub may, at any time, transfer or assign to one or more Subsidiaries of Parent the right to purchase all or any portion of the shares of Company Common Stock tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Sub or Parent of their respective obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for shares of Company Common Stock validly tendered and accepted for payment.

The Offer. (a) Subject to the provisions terms of this Agreement, as promptly as practicable (but in no event later than five business days Business Days) after the date of the public announcement by Parent and the Company of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "“Offer Conditions"”). The Offer shall expire at midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) (any such time, the “Initial Expiration Date,” and such time, or such subsequent time to which the expiration of which may be waived the Offer is extended in whole or in part by accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub expressly reserves the right, in its sole discretion, provided thatto waive, without the consent of the Companyin whole or in part, Sub shall not waive the Minimum any Offer Condition (as defined in Exhibit A)). Sub expressly reserves the right to or modify the terms of the Offer; provided, except however, that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to change, modify or waive the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Company Common Stock, (v) except as otherwise provided in the next sentencethis Section 1.1(a), extend or otherwise change the Expiration Date of the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) otherwise amend, waive modify or add supplement any other term of the terms of the Offer in any a manner adverse in any material respect to any holders of Company Common Stock. Notwithstanding anything in this Agreement to the Company or the holders of Shares. Notwithstanding the foregoingcontrary, Merger Sub may, in its sole discretion, without the consent of the Company, (iA) without limiting Parent’s or Merger Sub’s obligations under the following sentence, extend the OfferOffer on one or more occasions, in consecutive increments of up to five Business Days (or such longer period as the parties hereto may agree) each, if at the on any then-scheduled or extended expiration date Expiration Date of the Offer any of the Offer Conditions shall not be have been satisfied or, to the extent waivable by Parent or waivedMerger Sub, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "“SEC"”) or the staff thereof applicable to the Offer and (iiiC) extend the Offer for so that the number of shares of Company Common Stock that will be purchased by Merger Sub in the Offer, when combined with the Top-Up Shares to be issued to Merger Sub upon exercise of the Top-Up Option, would result in Merger Sub owning one more share than 90% of the shares of Company Common Stock outstanding. Parent and Merger Sub agree that, to the extent requested in writing by the Company prior to any reason for then-scheduled Expiration Date of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) (A) if any of the Offer Conditions set forth in clause (ii) of Exhibit A or in paragraph (a) or (b) of clause (iii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, and provided that it is reasonably expected that such condition or conditions shall be satisfied prior to the Termination Date, extend the Offer on one or more occasions occasions, in consecutive increments of up to five Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions are satisfied (but not beyond the Termination Date) and (B) if any of the Minimum Tender Condition or the Offer Conditions set forth in paragraph (d) or (e) of clause (iii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived on such then-scheduled Expiration Date, but all the other Offer Conditions set forth in Exhibit A shall be satisfied on such then-scheduled Expiration Date, extend the Offer on one or more occasions, in consecutive increments of up to five Business Days (or such longer period as the parties hereto may agree) each, for an aggregate period of time of not more than 10 business days 20 Business Days; provided, however, that Merger Sub shall not be required to extend the Offer beyond the latest Termination Date; and provided further, that Merger Sub shall not be required to extend the Offer for more than three Business Days after the Company delivers or is required to deliver to Parent a notice with respect to a Takeover Proposal that has been received by the Company, any of its controlled Affiliates or any of their respective Representatives in accordance with Section 5.2, except to the extent that prior to the expiration date that would otherwise of the Offer (as it may be permitted under clause (i) extended by such three Business Day period), the Takeover Proposal giving rise to such notice has been withdrawn or (ii) the Board of this sentence. So long as this Agreement is Directors of the Company has rejected the Takeover Proposal giving rise to such notice and, in effect each case, the Board of Directors of the Company has reconfirmed the Company Recommendation and the Offer Conditions have not been satisfied withdrawal or waived, Sub shallrejection of such Takeover Proposal, and Parent shall cause Sub to, cause the Offer not to expirereconfirmation of the Company Recommendation has been publicly announced by the Company. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for and pay for, for (subject to any withholding of Tax pursuant to Section 1.1(d)) all Shares shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Merger Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration Expiration Date of the Offer. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right, in its sole discretion, to extend the Offer for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act following the Offer Closing, and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right. The Offer may not be terminated prior to its Expiration Date, unless this Agreement is validly terminated in accordance with Article VIII or Exhibit A. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.1, prior to the acceptance for payment of Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the registered holders thereof. Nothing contained in this Section 1.1(a) shall affect any termination rights in Article VIII, as to the Agreement, or in Exhibit A, as to the Offer.

The Offer. (a) Subject to the provisions of this Agreement and the satisfaction or waiver of the conditions set forth in this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this AgreementMarch 29, Sub 1999, Acquisition Subsidiary shall, and Parent ServiceMaster shall cause Sub Acquisition Subsidiary to, commence the Offer. ServiceMaster shall not be obligated to commence the Offer if any state of facts or events shall exist which would entitle ServiceMaster to not acquire the ARS Shares tendered in response to the Offer under the conditions set forth in Section 9.1, other than the Minimum Condition (as hereinafter defined). The obligation of Sub initial scheduled expiration date for the Offer shall be April 26, 1999. Acquisition Subsidiary shall be obligated to, and of Parent to ServiceMaster shall cause Sub Acquisition Subsidiary to, commence the Offer and accept for payment, and pay forfor as promptly as practicable after the expiration of the Offer, any all ARS Shares validly tendered pursuant to the Offer shall be and not withdrawn, subject only to the conditions with respect to the Offer set forth in Exhibit A (the "Offer Conditions") Section 9.1 (any of which may be waived in whole or in part by Sub Acquisition Subsidiary in its sole discretion, ); provided that, without the consent of the CompanyARS, Sub Acquisition Subsidiary shall not waive the Minimum Condition (as defined in Exhibit A))Condition. Sub Acquisition Subsidiary expressly reserves the right to modify the terms of the Offer, except that, without the consent of the CompanyARS, Sub Acquisition Subsidiary shall not (i) reduce the number of ARS Shares subject to the Offer, (ii) reduce the Offer PricePrice below $5.75 per ARS Share, net to the seller in cash, (iii) impose any other add to the conditions with respect to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)set forth in Section 9.1, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add amend any other term of the Offer in any manner adverse to the Company or the holders of the ARS Shares. Notwithstanding the foregoing, Sub Acquisition Subsidiary may, without the consent of the CompanyARS, (iA) extend the Offer, if at the initial scheduled or extended expiration date of the Offer any of the conditions with respect to the Offer Conditions set forth in Section 9.1 shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iiiC) extend the Offer for any reason for on one or more occasions for an aggregate period of not more than 10 5 business days beyond the latest expiration date that would otherwise be permitted under clause clauses (iA) or (iiB) of this sentence. So long as this Agreement is in effect and the Offer Conditions , if on such expiration date there shall not have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions tendered at least 90 percent of the Offer outstanding ARS Shares. ServiceMaster will (and this Agreement, Sub shall, and Parent shall will cause Sub Acquisition Subsidiary to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to ) consummate the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer Merger as soon as practicable after the expiration consummation of the Offer.

The Offer. (1) 5 (a) Subject Provided that this Agreement shall not have been terminated in accordance with its terms, Acquisition Sub shall, as soon as practicable after the date hereof, commence (within the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act")), an offer to purchase (as such offer to purchase may be amended in accordance with the provisions terms of this Agreement, as promptly as practicable but in no event later than five business days after the date "Offer") all of the public announcement by Parent issued and outstanding shares ("Shares") of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") at a price of this Agreementnot less than $13.875 per Share, Sub shallnet to the seller in cash (less applicable withholding taxes, and Parent shall cause Sub toif any) (such price, commence or such other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation After the commencement of Sub tothe Offer, and of Parent to cause Sub to, commence the Offer and the obligation of Acquisition Sub to accept for payment, payment and pay for, any for Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit Annex A hereto and the condition (the "Offer ConditionsMinimum Condition") (any of which may that there be waived in whole or in part by Sub in its sole discretion, provided that, without validly tendered and not withdrawn prior to the consent expiration of the Company, Sub shall not waive Offer at least two-thirds of the Shares on a fully diluted basis (the "Minimum Condition (as defined in Exhibit A)Percentage"). Parent and Acquisition Sub expressly reserves reserve the right to modify waive any condition set forth in Annex A, to change the terms of form or amount payable per Share in the Offer, except that, without the consent of the Company, Sub shall not Offer (i) reduce the number of Shares subject to the Offer, (ii) reduce including the Offer Price, (iii) impose and to make any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided changes in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this AgreementOffer; provided, Sub shallhowever, and that without the prior written consent of the Company, Parent shall cause Sub tonot amend, accept for and pay foror permit to be amended, all Shares validly tendered and not withdrawn pursuant the Offer to (i) decrease the Offer Price, (ii) change the consideration into a form other than cash, (iii) add any conditions to the Offer that obligation of Acquisition Sub is permitted to accept for payment under applicable law, and pay for, for Shares tendered pursuant to the Offer, (iv) amend (other than to waive) the Minimum Condition or the other conditions set forth in Annex A, or (v) reduce the maximum number of Shares to be purchased in the Offer. If on the initial scheduled expiration date of the Offer (the "Initial Expiration Date"), which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Acquisition Sub may, from time to time, in its sole discretion, extend the expiration date of the Offer (the "Expiration Date"); provided, however, that, except as set forth below, the Expiration Date, as extended, shall be no later than the date that is 40 business days immediately following the Initial Expiration Date. Notwithstanding the foregoing, if on the Initial Expiration Date, the applicable waiting period (and any extension thereof) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx") xx respect of the Offer shall not have expired or been terminated and all other conditions to the Offer shall have been satisfied or waived other than the Minimum Condition, Acquisition Sub shall be required to extend the Expiration Date until such waiting period shall have expired or been terminated, subject to the provisions of Section 9.1(b)(ii). Acquisition Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares tendered as soon as practicable after as it is legally permitted to do so under this Agreement and applicable law. The Offer shall be made by means of an offer to purchase (the expiration of "Offer to Purchase") containing the Offerterms set forth in this Agreement, the Minimum Percentage and the conditions set forth in Annex A hereto.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as reasonably practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act")), an offer (the "Offer") for all the outstanding shares of common stock, no par value, of the Company (the "Company Common Stock") at a price per share of the Company Common Stock of $18.85, net to each seller in cash (the "Offer Price"). The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the satisfaction or waiver by Sub of the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). A. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares shares of the Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to waive or change the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementas defined in Exhibit A), (iv) except as provided add to the conditions set forth in Exhibit A, modify any condition set forth in Exhibit A or amend any term of the next sentenceOffer set forth in this Agreement, extend in each case, in any manner adverse to the Offer, holders of the Company Common Stock or (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Sharesthan by adding consideration). Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) shall extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions set forth in Exhibit A (other than the Minimum Tender Condition or condition (d), (e) or (h)) to Sub's obligation to purchase shares of the Company Common Stock are not be satisfied or waived, until such time as such conditions are satisfied or waivedwaived but in no event later than September 30, 2002, and (ii) may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend Offer. In addition, if, at the scheduled or extended expiration date of the Offer, all the conditions to the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waivedwaived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the outstanding Company Common Stock, without the consent of the Company, Sub shallshall (subject to applicable law) have the right to provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act), for up to 20 business days after Sub's acceptance for payment of the shares of Company Common Stock then tendered and Parent shall cause Sub to, cause not withdrawn pursuant to the Offer not to expireOffer. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of the Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer or (in the case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII and the provisions Company shall have complied with its obligations under Section 1.3(c), as promptly as reasonably practicable, and in any event within ten (10) calendar days of the date of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer. The obligation obligations of Sub toMerger Sub, and of Parent to cause Sub toMerger Sub, commence the Offer and to accept for payment, payment and pay for, for any Shares tendered pursuant to the Offer shall be subject only to (i) the conditions set forth in Exhibit A (the "Offer Conditions") (any satisfaction of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)A hereto) and (ii) the satisfaction or waiver by Merger Sub or Parent of each of the other conditions set forth in Exhibit A hereto (together with the Minimum Condition, the “Offer Conditions”). Merger Sub expressly reserves the right right, in its sole discretion, to (A) increase the Offer Price, (B) waive, in whole or in part, any Offer Condition (other than the Minimum Condition), or (C) modify any of the other terms or conditions of the Offer, except that, unless otherwise provided by this Agreement, without the written consent of the Company, Merger Sub shall not (i1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding consideration), (3) reduce the number of Shares subject to the Offer, (ii4) reduce waive or change the Offer PriceMinimum Condition, (iii5) impose any other add conditions or requirements to the Offer other than Conditions, (6) extend or change the expiration of the Offer Conditions except as required or permitted by Section 1.1(b), or (7) modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer Condition or (vi) amend, waive or add any other term of the Offer set forth in any this Agreement in a manner adverse to the Company or the holders of Shares. Notwithstanding (b) The Offer shall expire at one (1) minute following 11:59 p.m., New York City time, on the foregoing, Sub may, without date that is twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the consent of Exchange Act) after the Company, (i) extend the Offer, if at the scheduled or extended expiration date commencement of the Offer any of the Offer Conditions shall not be satisfied or waived, until (such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest initial expiration date that would otherwise be permitted under clause (iand time, the “Initial Expiration Date”) or (ii) of this sentence. So long as this Agreement is or, in effect the event the Initial Expiration Date has been extended pursuant to and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and in accordance with this Agreement, Sub shall, the date and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant time to which the Offer that Sub is permitted has been so extended (the Initial Expiration Date, or such later date and time to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.which

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this AgreementJanuary 16, 2001, Sub shall, and Parent shall cause Sub to, commence commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act"), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth in the attached Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Parent and Sub in its their sole discretion, provided that, without the consent of the Company, except that Sub shall not waive the Minimum Condition or the HSR Condition (each as defined in Exhibit A))) without the consent of the Company) and subject to the rights of Parent and Sub to terminate this Agreement as provided in Section 8.1. Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add amend any other term of the Offer in any a manner which is materially adverse to the Company or the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for on one or more occasions for an aggregate period of not more than 10 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long sentence if there shall not have been tendered a sufficient number of Shares to enable the Merger to be effected without a meeting of the Company's stockholders in accordance with Section 253 of the DGCL (as hereinafter defined), in each case subject to the right of Parent, Sub or the Company to terminate this Agreement is pursuant to the terms hereof. Sub shall not provide for a subsequent offering period in effect and accordance with Rule 14d-11 under the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expireExchange Act. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act.

The Offer. (a) Subject Provided that this Agreement has not been terminated pursuant to the provisions of this AgreementSection 7.01, as promptly as reasonably practicable but (and, in no event later than any event, within five business days (5) Business Days after the date of the public announcement by Parent and the Company of this Agreement), Sub shall, and Parent shall cause Sub to, commence commence, within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A Annex II (the "“Offer Conditions"”). The Offer shall initially expire at 11:59 p.m. (New York City time) on the date that is twenty (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without 20) Business Days following the consent commencement of the Company, Sub shall not waive Offer (determined using Rule 14d-1(g)(3) promulgated under the Minimum Condition (as defined in Exhibit A)Exchange Act). Sub expressly reserves the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, except however, that, without the prior written consent of the CompanyCompany (which in the case of clause (viii) below shall not be unreasonably withheld, conditioned or delayed; provided, however, that, with respect to clause (viii) below, the Company may withhold consent if, at any time prior to any “subsequent offering period,” the Top-Up Option is exercisable in accordance with Section 1.03), Sub shall not, and Parent shall not permit Sub to, (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer other than the Offer Conditions or amend, modify the Offer Conditions (other than to waive or supplement any Offer Conditions Condition in any manner adverse to the extent permitted by this Agreement)any holder of Company Common Stock, (ivv) except as expressly provided in the next sentencethis Section 1.01(a), terminate, extend or otherwise amend or modify the expiration date of the Offer, (vvi) change the form of consideration payable in the Offer or Offer, (vivii) otherwise amend, waive modify or add supplement any other term of the terms of the Offer in any manner adverse to any holder of Company Common Stock or (viii) provide any “subsequent offering period” within the Company or meaning of Rule 14d-11 promulgated under the holders of SharesExchange Act. Notwithstanding any other provision of this Agreement to the foregoingcontrary, Sub mayshall, without the consent of the Companyand Parent shall cause Sub to, (i) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties may agree) each, if, at any then-scheduled expiration of the Offer, if at any Offer Condition (other than the scheduled or extended expiration date of the Offer any of the Offer Conditions Minimum Tender Condition) shall not be have been satisfied or waived, until such time as each such conditions are condition shall have been satisfied or waived, waived and (ii) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) Offer; provided, however, that Sub shall not be required to extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) Outside Date. Notwithstanding any other provision of this sentence. So long as this Agreement is in effect and to the contrary, if, at any then-scheduled expiration of the Offer, each Offer Conditions Condition (other than the Minimum Tender Condition) shall have not been satisfied or waivedwaived and the Minimum Tender Condition shall not have been satisfied, then Sub may and, if requested by the Company, Sub shall, and Parent shall cause Sub to, cause extend the Offer by increments of five (5) Business Days; provided, that the maximum number of days that the Offer may be extended pursuant to this sentence shall be twenty (20) Business Days unless mutually agreed in writing by the Company and Parent; provided, further, that Sub shall not be required to expireextend the Offer beyond the Outside Date. Subject to Upon the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, (x) immediately following any then-scheduled expiration of the Offer (if each Offer Condition shall have been satisfied or, if permitted by this Agreement, waived at such time) accept for and pay for, payment all Shares validly tendered and not withdrawn that Sub becomes obligated to purchase pursuant to the Offer that Sub is permitted to accept for payment under applicable lawand (y) following such acceptance, and pay for, pursuant to the Offer as soon as practicable after on the Business Day that immediately follows the date on which the Offer expired, pay for all such Shares. The time at which such acceptance occurs is referred to in this Agreement as the “Acceptance Time.” The time at which both (i) sufficient funds for the payment of Shares pursuant to and subject to the conditions of the Offer and this Agreement have been deposited with the Paying Agent and (ii) the Acceptance Time has occurred is referred to in this Agreement as the “Offer Closing.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.01(a), unless this Agreement is validly terminated in accordance with Section 7.01 or otherwise expressly provided in this Section 1.01(a). If (i) at any then-scheduled expiration of the Offer, (x) each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived, (y) the Minimum Tender Condition shall not have been satisfied and (z) no further extensions or re-extensions of the Offer are permitted or required pursuant to this Section 1.01(a) or (ii) this Agreement is terminated pursuant to Section 7.01, then, in each case, Sub shall promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. The termination of the Offer pursuant to clause (i) of the immediately preceding sentence is referred to in this Agreement as the “Offer Termination,” and the date on which the Offer Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Sub, or this Agreement is terminated in accordance with Section 7.01, Sub shall promptly return, and shall cause any depository acting on behalf of Sub to return, all tendered Shares to the registered holders thereof.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VI hereof and so long as none of the provisions of this Agreementevents set forth in Annex A hereto (the "TENDER OFFER CONDITIONS") shall have occurred and are continuing, as promptly as practicable practicable, but in no event later than five the fifth business days day after the date of the public announcement by Parent and the Company of this Agreement, Sub shallshall commence (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, and Parent shall cause Sub to, commence as amended (the "EXCHANGE ACT")) the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, payment and to pay for, for any Shares shares of Common Stock validly tendered pursuant and not withdrawn prior to the expiration of the Offer shall be subject only to the conditions set forth in Exhibit A (the "Tender Offer Conditions") (, any of which may be waived in whole by Parent or in part by Sub in its sole discretionSub; provided, provided thathowever, without the consent of the Company, that neither Parent or Sub shall not waive the Minimum Condition (as defined in Exhibit Annex A))) without the prior written consent of the Company. The Tender Offer Conditions are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such Tender Offer Conditions and, subject to the immediately preceding sentence, may be waived by Parent and Sub in whole or in part. Parent and Sub expressly reserves reserve the right to modify the terms of the Offer, except thatincluding without limitation to extend the Offer beyond any scheduled expiration date; provided, however, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject shares of Common Stock to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions add to the Offer other than the Tender Offer Conditions or otherwise modify the Tender Offer Conditions (other than to waive any Offer Conditions in a manner that is adverse to the extent permitted by this Agreement), holders of Common Stock or (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amendOffer. Parent and Sub covenant and agree that, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject subject to the terms and conditions of the Offer and this Agreement, Sub shallincluding, and Parent shall cause Sub but not limited to, accept for and pay forthe Tender Offer Conditions, all Shares validly tendered and not withdrawn pursuant to unless the Offer that Company otherwise consents in writing, Sub is permitted to will accept for payment under applicable law, and pay forfor the Common Stock in accordance with Rule 14e-1(c) of the Exchange Act; provided, pursuant to however, that unless (i) any Person has made an Acquisition Proposal (as hereinafter defined), or (ii) any of the conditions of the Offer as soon as practicable set forth in Annex A hereto shall not have been satisfied, the expiration date may not be extended beyond the 10th business day after the initial expiration date of the OfferOffer without the Company's prior written consent, such consent not to be unreasonably withheld (it being expressly understood and agreed that, if all of the conditions set forth in Annex A hereto shall have been satisfied and no Person has made an Acquisition Proposal, Sub shall have the right, in its sole discretion, to extend the expiration date (through one or more extensions) through the 10th business day after the initial expiration date).

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five ten business days after following the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"); provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and to accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be is subject only to the Minimum Tender Condition and the satisfaction or waiver of the other conditions set forth in Exhibit A Annex I. The initial expiration date of the Offer (the "Offer ConditionsExpiration Date") (any of which may shall be waived in whole or in part by Sub in its sole discretion, provided that, without the consent 20th business day following the commencement of the Company, Sub shall not waive Offer (determined pursuant to Rule 14d-2 promulgated by the Minimum Condition (as defined in Exhibit A)SEC). Sub expressly reserves the right to modify the terms and conditions of the OfferOffer and to waive any condition set forth in Annex I, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions to the Offer other than the Offer Conditions reduce or modify the Offer Conditions Minimum Tender Condition, (iv) modify or add to the conditions set forth in Annex I in any manner adverse to the holders of Company Common Stock (other than to waive any Offer Conditions to the extent permitted by this AgreementParent and its subsidiaries), (ivv) except as provided in the next sentence, extend the Offer, Offer or (vvi) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the OfferOffer in increments of not more than ten business days each, if at the scheduled or extended expiration date Expiration Date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waivedwaived (but in no event, other than the existence of a Company Takeover Proposal, shall Sub be permitted to extend the Offer beyond the 90th business day after the date of this Agreement (the "Outside Date")), (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC) beyond the Outside Date, if the number of shares of Company Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of Company Common Stock on a fully-diluted basis. Without limiting the right of Sub to extend the Offer for any reason for one or more occasions for an aggregate period Offer, in the event that the Minimum Tender Condition is not satisfied at the scheduled Expiration Date of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) Offer, at the request of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waivedCompany, Sub shall, and Parent shall cause Sub to, cause extend the Expiration Date of the Offer in increments of not more than five business days each until the earliest to expireoccur of (w) the satisfaction of the Minimum Tender Condition, (x) the reasonable determination by Parent that the Minimum Tender Condition is not capable of being satisfied on or prior to the Outside Date, (y) the termination of this Agreement in accordance with its terms and (z) the Outside Date. Subject to On the terms and upon the prior satisfaction or waiver of the conditions of the Offer set forth in Annex I, (i) Parent shall provide or cause to be provided to Sub, and this Agreementdeposited with the Paying Agent referred to in Section 2.02 on a timely basis, funds necessary to accept for payment, and to pay for, any Shares tendered pursuant to the Offer and (ii) Sub shall, and Parent shall cause Sub to, accept for payment and pay for, for all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the OfferOffer and in any event not later than three business days after such expiration.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence amend the OfferExisting Offer to reflect the Offer Price and to make such other amendments as are necessary to conform the Existing Offer to this Agreement. The obligation of Sub to, and of Parent to cause Sub to, commence amend the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") and to the terms and conditions of this Agreement, including the Merger Option (as defined herein) (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, except that Sub shall not waive the Minimum Condition (as defined in Exhibit A)) without the consent of the Company). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, Offer or (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for on one or more occasions for an aggregate period of not more than 10 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as , in each case subject to the right of Parent, Sub or the Company to terminate this Agreement is pursuant to the terms hereof. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition or the HSR Condition (as defined in effect Exhibit A) shall not have been satisfied and none of the conditions set forth in paragraphs (a), (b), (c), (d), (e), (f), (g) or (h) of Exhibit A shall exist, at therequest of the Company (confirmed in writing), Sub shall extend the Offer Conditions have not been satisfied or waivedfrom time to time, subject to the right of Parent, Sub shall, and Parent shall cause Sub to, cause or the Offer not Company to expireterminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions terms of this Agreement, as promptly as practicable (but in no event later than five business days Business Days) after the date of the public announcement by Parent and the Company of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence amend the OfferPending Offer to reflect the execution, terms and conditions of this Agreement. The obligation date on which the Pending Offer is amended, which shall be the date hereof, is referred to in this Agreement as the “Offer Amendment Date”). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "“Offer Conditions") ”). The Offer shall expire at midnight, New York City time, on the 10th Business Day following the Offer Amendment Date (any such time or such subsequent time to which the expiration of which may be waived the Offer is extended in whole or in part by accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub expressly reserves the right, in its sole discretion, provided thatto waive, without the consent of the Companyin whole or in part, Sub shall not waive the Minimum any Offer Condition (as defined in Exhibit A)). Sub expressly reserves the right to or modify the terms of the Offer; provided, except however, that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose change, modify or waive the Minimum Tender Condition; provided that, Parent may, at any other conditions to time in its sole discretion and without the Offer other consent of the Company, amend the Minimum Tender Condition such that the determination of the number of outstanding shares of Company Common Stock on a fully diluted basis shall exclude all options and convertible securities with an exercise price or conversion price greater than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)Price, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse to any holders of Company Common Stock, (v) except as otherwise provided in the next sentencethis Section 1.1(a), extend or otherwise change the Expiration Date of the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) otherwise amend, waive modify or add supplement any other term of the terms of the Offer in any a manner adverse to the Company or the any holders of SharesCompany Common Stock in their capacity as such. Notwithstanding anything in this Agreement to the foregoingcontrary, Merger Sub may, in its sole discretion, without the consent of the Company, (iA) without limiting Parent’s or Merger Sub’s obligations under the following sentence, extend the OfferOffer on one or more occasions, in consecutive increments of up to ten Business Days (or such longer period as the parties hereto may agree) each, if at the on any then-scheduled or extended expiration date Expiration Date of the Offer any of the Offer Conditions shall not be have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, until such time as such conditions are satisfied or waived, and (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "“SEC"”) or the staff thereof applicable to the Offer. Parent and Merger Sub agree that, to the extent requested in writing by the Company prior to any then-scheduled Expiration Date of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) (A) if any of the Offer Conditions set forth in paragraph (a) or (b) of clause (ii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, and (iii) provided that it is reasonably expected that such condition or conditions shall be satisfied prior to the Termination Date, extend the Offer for any reason for on one or more occasions occasions, in consecutive increments of up to ten Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions are satisfied (but not beyond the Termination Date) and (B) if any of the Minimum Tender Condition or the Offer Conditions set forth in paragraph (d) or (e) of clause (ii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived on such then-scheduled Expiration Date, but all the other Offer Conditions set forth in Exhibit A shall be satisfied on such then-scheduled Expiration Date, extend the Offer on one or more occasions, in consecutive increments of up to five Business Days (or such longer period as the parties hereto may agree) each, for an aggregate period of time of not more than 10 business days beyond the latest expiration date 20 Business Days; provided, however, that would otherwise be permitted under clause (i) Merger Sub shall not be required to extend the Offer beyond the Termination Date or at any time Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article VIII and (ii) of this sentence. So long as this Agreement if the Minimum Tender Condition is in effect and the not satisfied, but all other Offer Conditions have not been are satisfied or waived, Merger Sub shall, and Parent shall cause Sub to, cause only be obligated to extend the Offer for one additional period not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered exceed and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offerless than ten (10) Business Days.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five 10 business days after following the date of the public announcement by Parent and the Company of this Agreement, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence the Offer. The Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"); provided, however, that the obligation of Sub Purchaser to, and of Parent to --- -------- ------- cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Stock tendered pursuant to the Offer shall be is subject only to the Minimum Tender Condition and the satisfaction or waiver of the other conditions set forth in Exhibit A Annex I. The initial expiration date of the Offer (the "Offer ConditionsExpiration ---------- Date") (any of which may shall be waived in whole or in part by Sub in its sole discretion, provided that, without the consent 20th business day following the commencement of the Company, Sub shall not waive Offer ---- (determined pursuant to Rule 14d-2 promulgated by the Minimum Condition (as defined in Exhibit A)SEC). Sub Purchaser expressly reserves the right to modify the terms and conditions of the OfferOffer and to waive any condition set forth in Annex I (other than the Minimum Tender Condition), except that, without the prior written consent of the Company, Sub Purchaser shall not (i) reduce the number of Shares shares of Company Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Stock to be paid pursuant to the Offer, (iii) impose any other conditions to the Offer other than the Offer Conditions reduce or modify the Offer Conditions Minimum Tender Condition, (iv) modify or add to the conditions set forth in Annex I in any manner adverse to the holders of Company Stock (other than to waive any Offer Conditions to the extent permitted by this AgreementParent and its subsidiaries), (ivv) except as provided in the next sentence, extend the Offer, Offer or (vvi) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (i) extend the OfferOffer in increments of not more than five business days each, if at the scheduled or extended expiration date Expiration Date of the Offer any of the Offer Conditions shall conditions to Purchaser's obligation to purchase shares of Company Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC). Without limiting the right of Purchaser to extend the Offer for any reason for one or more occasions for an aggregate period Offer, in the event that the Minimum Tender Condition is not satisfied at the scheduled Expiration Date of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) Offer, at the request of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waivedCompany, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, cause extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the date that is 60 days after the initial Expiration Date, (w) the satisfaction of the Minimum Tender Condition, (x) the reasonable determination by Parent that the Minimum Tender Condition is not capable of being satisfied on or prior to expirethe date that is 60 days after the initial Expiration Date, (y) the termination of this Agreement in accordance with its terms and (z) July 30, 2001; provided, however, that Purchaser shall not be required to extend the Offer as provided in this sentence unless the Company is in material compliance with all of its covenants in this Agreement. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, accept for payment and pay for, for all Shares shares of Company Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the OfferOffer and in any event not later than three business days after such expiration.

The Offer. (a) Subject to the provisions of (i) Provided that this AgreementAgreement shall not have been terminated in accordance with Section 8.1, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer; provided, that the Offer shall be commenced no earlier than May 17, 2012, and in no event later than May 31, 2012. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "“Offer Conditions"”). Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire on midnight (Eastern time) at the end of the day on the 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (any of such date, the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date to which may be waived the Offer has been so extended pursuant to and in whole accordance with this Agreement (the Initial Expiration Date or in part by Sub in its sole discretionsuch other date to which the Offer has been extended, provided that, without is referred to as the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)“Expiration Date”). Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (iand Parent shall not permit Merger Sub to) (A) reduce the number of Shares shares of Company Common Stock subject to the Offer, (iiB) reduce the Offer Price, (iiiC) waive the Minimum Tender Condition (as defined in Exhibit A), (D) impose any other conditions or requirements to the Offer other that are different than or in addition to the Offer Conditions or modify or amend any Offer Condition in a manner adverse, or that reasonably would be expected to be adverse, in a material respect to the holders of Company Common Stock, (E) extend the Offer Conditions (other than to waive any Offer Conditions to the extent except as required or permitted by the other provisions of this AgreementSection 1.1), (iv) except as provided in the next sentence, extend the Offer, (vF) change the form of consideration payable in the Offer or (viG) amend, waive or add any other term of otherwise amend the Offer in any manner adverse in a material respect to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is As used in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.“

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreementpracticable, Merger Sub shall, and Parent shall cause Merger Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and to accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent A. The initial expiration date of the Company, Sub Offer shall not waive be the Minimum Condition 20th Business Day following the commencement of the Offer (as defined in Exhibit Adetermined using Exchange Act Rule 14d-1(g)(3)). Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions waive the Minimum Tender Condition (as defined in Exhibit A), add to the Offer other than the Offer Conditions conditions set forth in Exhibit A or modify the Offer Conditions (other than to waive any Offer Conditions condition set forth in Exhibit A in any manner adverse to the extent permitted by this Agreement)holders of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the OfferOffer in increments of not more than five (5) Business Days each, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Merger Sub’s obligation to purchase Shares are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, waived or (ii) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) extend Offer. In addition, if at any otherwise scheduled expiration date of the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and condition to the Offer Conditions have is not been satisfied or waivedsatisfied, Merger Sub shall, and Parent shall cause Merger Sub to, cause extend the Offer at the request of the Company for not less than five (5) Business Days. In addition, Merger Sub shall, if requested by either the Company or the Parent, make available a “subsequent offering period”, in accordance with Exchange Act Rule 14d-11, of not less than ten (10) Business Days; provided that Merger Sub shall not be required to expiremake available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly own more than 80% of the Fully Diluted Shares. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept pay for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. The time at which Merger Sub initially accepts Shares for payment pursuant to the Offer shall be referred to herein as the (“Acceptance Time”).

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of $50.00 per share of Company Common Stock (and associated Right), net to the seller in cash, without interest thereon (the "Offer Price"), and to set [insert date that is 10 business days from day following date of agreement] (the "Initial Expiration Date"), as the expiration date for the Offer. The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). A. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to waive the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementas defined in Exhibit A), (iv) except as provided add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the next sentence, extend the Offerholders of Company Common Stock, (v) extend the Offer or (vi) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend Offer. In addition, if, at the scheduled or extended expiration date of the Offer, all the conditions to the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waivedwaived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90 percent of the outstanding Company Common Stock, without the consent of the Company, Sub shall, shall (subject to applicable law) have the right to provide for a "subsequent offering period" (as contemplated by Rule 14d-11 of the SEC) for up to 20 business days after Sub's acceptance for payment of the shares of Company Common Stock then tendered and Parent shall cause Sub to, cause not withdrawn pursuant to the Offer not to expireOffer. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the OfferOffer or (in the case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable after the date hereof, but in no event later than five (5) business days after the date of following the public announcement by Parent and of the Company terms of this Agreement, Sub shall, and Parent Buyer shall cause Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A Annex I hereto (the "Offer Conditions") ), (any of which may be waived in whole or in part by Sub Buyer in its sole discretion, provided that, without the consent of the Company, Sub Buyer shall not waive the Minimum Condition (as defined in Exhibit AAnnex I))) and to the terms and conditions of this Agreement. Sub The initial scheduled expiration date of the Offer shall be no more than twenty (20) business days after the Offer is commenced. Buyer expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub Buyer shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)Conditions, (iv) except as provided in the next sentence, extend the expiration date of the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add amend any other term of the Offer in any manner adverse to the Company or the holders of the Shares. Notwithstanding the foregoing, Sub Buyer may, without the consent of the Company, (iA) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waivedwaived (provided, however, that the expiration date may not be extended beyond August 7, 1998 without the consent of the Company), and (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or (C) if all Offer Conditions are satisfied or waived but the number of shares of Company Common Stock tendered is less than 80% of the then outstanding number of shares of Company Common Stock (determined on a fully diluted basis for all outstanding stock options and (iii) any other rights to acquire Shares), extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (iA) or (iiB) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent Buyer shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted Buyer becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. The Merger Agreement provides that the Purchaser will (aand that Pinnacle will cause Purchaser to) Subject to commence the provisions of this Agreement, Offer as promptly as practicable but in no event later more than five ten business days after the date of the public announcement by Parent and the Company of this Merger Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation obligations of Sub tothe Purchaser, and of Parent Pinnacle to cause Sub tothe Purchaser, commence to consummate the Offer in accordance with its terms, and to promptly accept for payment, payment and pay for, any for all Shares validly tendered and not validly withdrawn pursuant to the Offer shall will be subject only to the satisfaction or waiver by the Purchaser of the conditions set forth in Exhibit A (the "“Offer Conditions"”) (described in Section 15—“Conditions of the Offer.” The Purchaser expressly reserves the right, at any of which may be waived in whole or in part by Sub time, in its sole discretion, provided thatto waive any Offer Condition in whole or in part, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right or to modify the terms of the Offer; provided, except thathowever, that without the prior written consent of Boulder, the Company, Sub shall Purchaser will not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions change, modify or waive the Minimum Tender Condition, (iv) add to the Offer other than the Offer Conditions or change, modify the Offer Conditions (other than to or waive any Offer Conditions Condition in a manner adverse to the extent holders of the Shares, (v) extend or otherwise change the expiration date of the Offer (except as required or permitted by this the Merger Agreement), (iv) except as provided in the next sentence, extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) otherwise amend, waive modify or add supplement any of the other term terms of the Offer in any manner adverse to the Company or the holders of the Shares. Notwithstanding The Offer is initially scheduled to expire at 12:00 midnight, New York City time, on January 7, 2016, which is the foregoing, Sub may, without twentieth business day following the consent commencement of the CompanyOffer. Subject to the Parties’ rights to terminate the Merger Agreement in accordance with its terms and the Purchaser’s right to waive any Offer Condition other than the Minimum Tender Condition (as described in Section 15—“Conditions of the Offer”), the Purchaser is required to (and Pinnacle is required to cause the Purchaser to) (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or Offer, (ii) subject to the limitation described in the immediately following sentence, if, on the initial Expiration Date or any subsequent date as of this sentence. So long as this Agreement is in effect and which the Offer Conditions have is Table of Contents scheduled to expire, any Offer Condition has not been satisfied or waived, Sub shallextend the Offer on one or more occasions in consecutive increments of up to five business days each (or such longer period as we, Pinnacle and Parent shall cause Sub toBoulder may agree) until such time as each such condition has been satisfied or waived and (iii) if, on the initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, each Offer Condition has been satisfied or waived and the Bank Marketing Period (as such term is defined in the Merger Agreement and described in Section 12—“The Transaction Documents—The Merger Agreement—Financing”) did not end on or prior to the immediately preceding business day, extend the Offer for one or more periods of up to five business days each (the length of such period to be determined by Pinnacle) until such time as the Bank Marketing Period has ended; provided, however, that (1) in no event will the Purchaser be required to extend the Offer beyond March 23, 2016 or the valid termination of the Merger Agreement in accordance with its terms and (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition have been satisfied or waived and the Bank Marketing Period has ended, the Purchaser will be required to extend the Offer in consecutive increments of up to five business days each but in no event more than fifteen business days in the aggregate (or such other period as we, Pinnacle and Boulder may agree). The Offer may not be terminated prior to the Expiration Date (as such expiration date may be extended and re-extended in accordance with this the Merger Agreement) unless the Merger Agreement is validly terminated in accordance with its terms. In the event that the Merger Agreement is terminated in accordance with its terms, the Purchaser will be required to (and Pinnacle will be required to cause the Offer not to expirePurchaser to) promptly (and in any event within one business day of such termination), irrevocably and unconditionally terminate the Offer. Subject The Merger Agreement further provides that, subject to the terms and conditions of the Merger Agreement and satisfaction or waiver by the Purchaser of all of the Offer and this AgreementConditions, Sub shallimmediately after the Offer expires the Purchaser will, and Parent shall Pinnacle will cause Sub the Purchaser to, accept for payment (the “Acceptance Time”), and as soon as practicable after the expiration of the Offer (and, in any event, no more than one business day after the Acceptance Time) pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Target Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). A. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the consent of the CompanyTarget, Sub shall not (i) reduce the number of Shares shares of Target Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Target Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions waive the Minimum Tender Condition, add to the Offer other than the Offer Conditions conditions set forth in Exhibit A or modify the Offer Conditions (other than to waive any Offer Conditions condition set forth in Exhibit A in any manner adverse to the extent permitted by this Agreement)holders of Target Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesTarget Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the CompanyTarget, (iA) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Target Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iiiC) extend the Offer for any reason for on one or more occasions for an aggregate a period of not more than 10 five business days beyond the latest expiration date that would otherwise be permitted under clause (iA) or (iiB) of this sentence. So long as this Agreement is in effect Parent and Sub agree that if all of the conditions to the Offer Conditions have are not been satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Sub shall, and Parent shall cause Sub to, cause not be required to extend the Offer not to expirebeyond the Outside Date. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Target Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable but in no event later than five business days (as defined in Rule 14d-1(g)(3) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after the date of the public announcement by Parent and the Company of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the SEC. The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent A. The initial expiration date of the Company, Sub Offer shall not waive be the Minimum Condition 20th business day following the commencement of the Offer (as defined in Exhibit Adetermined using Exchange Act Rule 14d-1(g)(3)). The Offer may not be terminated prior to its scheduled expiration (as such expiration may be extended or re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 8.1. Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to waive the Offer other than the Offer Conditions or modify the Offer Conditions Minimum Tender Condition (other than to waive any Offer Conditions to the extent permitted by this Agreementas defined in Exhibit A), (iv) except as provided add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in a manner adverse to the next sentence, extend the Offerholders of Company Common Stock, (v) extend the Offer (except as expressly provided below), (vi) change the form of consideration payable in the Offer or (vivii) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause Offer. In addition, (i) if at the initially scheduled or (ii) any extended expiration date of this sentence. So long as this Agreement is in effect and the Offer, any of the conditions to the Offer Conditions have set forth in Exhibit A (other than any conditions which by their nature are to be satisfied at the closing of the Offer) are not been satisfied or or, if permitted, waived, Merger Sub shall, and Parent shall cause Merger Sub to, cause extend the Offer in increments of not more than ten business days each until such time as such conditions are satisfied or waived; provided that Merger Sub shall not be required to expireextend the Offer beyond the Outside Date (as defined in Section 8.1(b)(i)); and (ii) if fewer than 90% of the issued and outstanding shares of Company Common Stock are accepted for payment pursuant to the Offer, then Merger Sub may, and at the request of the Company, shall, and upon any such request of the Company, Parent shall cause Merger Sub to, make available a “subsequent offering period”, in accordance with Rule 14d-11 promulgated by the SEC under the Exchange Act, of not less than ten business days (but in no event with an expiration date after November 13, 2009). Subject to On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. For the avoidance of doubt, the parties hereto agree that vested shares of Restricted Stock may be tendered in the Offer and be acquired by Parent or Merger Sub pursuant to the Offer.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than within five business days after the date of the first public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves The Offer shall initially expire twenty (20) business days after the right to modify date of its commencement, unless this Agreement is terminated in accordance with Article VIII, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination. Without the Offer, except that, without the prior written consent of the Company, Sub shall not (i) impose conditions to the Offer in addition to the Offer Conditions, (ii) modify or amend the Offer Conditions or any other term of the Offer in a manner adverse to the holders of shares of Common Stock, (iii) waive or amend the Minimum Condition (as defined in Exhibit A), (iv) reduce the number of Shares shares of Common Stock subject to the Offer, (iiv) reduce the Offer PricePer Share Amount, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (ivvi) except as provided in the next following sentence, extend the Offer, if all of the Offer Conditions are satisfied or waived, or (vvii) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of SharesOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, extend the Offer at any time, and from time to time, (i) extend the Offer, if at the then scheduled or extended expiration date of the Offer any of the Offer Conditions conditions to Sub's obligation to accept for payment and pay for shares of Common Stock shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, ; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the its staff thereof applicable to the Offer and Offer; or (iii) extend if all Offer Conditions are satisfied or waived but the Offer for any reason for one or more occasions number of shares of Common Stock tendered is less than 90% of the then outstanding number of shares of Common Stock, for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement(but subject to the right of termination in accordance with Article VIII), Sub shall, and Parent shall cause Sub to, accept pay for and pay for, all Shares shares of Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent Purchaser shall cause Sub to, commence the Offer, with the initial scheduled expiration date of the Offer (subject to the extensions permitted by this Agreement) being the 20th business day after commencement. The obligation of Sub Purchaser to, and of Parent to cause Sub Purchaser to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub Purchaser in its sole discretion, provided that, without the consent of the Company, Sub except that Purchaser shall not waive the Minimum Condition (as defined in Exhibit A))) without the consent of the Company) and to the terms and conditions of this Agreement. Sub Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions increase or reduce the dealer's soliciting fee, (iv) amend or add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement)Conditions, (ivv) except as provided in the next sentencelast sentence of this paragraph, extend the Offer, (vvi) change the form of consideration payable in the Offer or (vivii) amend, waive or add amend any other term of the Offer in any manner adverse to the Company or the holders of the Shares. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall accept for payment, and pay for, all Shares validly tendered pursuant to the Offer that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer (such date, the "Takedown Date"). Notwithstanding the foregoing, Sub Purchaser may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer as a result of an increase in the Offer Price by Purchaser in light of a bona fide competing offer from a third party for some or all of the Shares and (iiiii) (A) extend the Offer for any reason for one or more occasions for an aggregate period a period, in the aggregate, of not more than 10 five business days beyond if, at the latest initial scheduled expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this AgreementOffer, Sub shall, and Parent shall cause Sub to, accept for and pay for, all the Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, are less than 90% of the outstanding Shares and pay for, pursuant to (B) following the period contemplated by clause (ii) (A) (the "Initial Extension Period") if any of the Offer as soon as practicable after Conditions have not been waived or satisfied, extend the Offer on one or more occasions for periods not to exceed five business days until January 31, 2000; provided that, (x) if at the expiration date of the Offer, as so extended, the Offer Conditions have been satisfied or waived (including the deemed waivers described in clauses (y) and (z) below), Purchaser shall not continue to extend the Offer (unless required by clause (i), above), (y) following the Initial Extension Period, Purchaser shall be deemed to have waived satisfaction of the conditions set forth in paragraphs (b), (e), (f) and (h) of Exhibit A hereto with respect to matters existing on or before the last day of the Initial Extension Period and (z) in the event Purchaser extends the Offer after the Initial Extension Period following written notice from the Company of an event constituting a Material Adverse Change, Purchaser shall be deemed to have waived satisfaction of the conditions set forth in paragraph (c) of Exhibit A hereto with respect, and only with respect, to the event for which it has received such written notice; provided further, that all time periods set forth above in this sentence shall be tolled, at the election of Purchaser, during the pendency of the No Takedown Period (as defined in Section 6.2(b) below).

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the provisions of this Agreementterms hereof, as promptly as practicable practicable, but in no event later than five (5) business days after the date public announcement of the public announcement execution hereof by Parent and the Company of this Agreementparties, Sub shall, Acquisition shall (and Parent shall cause Sub Acquisition to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, commence as amended (the Offer"Exchange Act")), the Offer for any and all of the Shares, at the Offer Price. The obligation of Sub to, Acquisition to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Sub to, commence the Offer and Acquisition to accept for payment, payment and to pay for, for any Shares tendered pursuant to the Offer tendered) shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 3.2(a)) and unvested Company Stock Options that vest prior to the Final Date, but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub Annex A. Acquisition expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce increase the Offer Price, (iii) impose Price or to make any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided changes in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, no change may be made that (i) decreases the Offer and this AgreementPrice, Sub shall(ii) changes the form of consideration to be paid in the Offer, and Parent shall cause Sub to(iii) reduces the maximum number of Shares to be purchased in the Offer, accept for and pay for, all Shares validly tendered and not withdrawn pursuant (iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex A to broaden the scope of such conditions, (vi) extends the Offer except as provided in Section 1.1(b), or (vii) amends the Minimum Condition. It is agreed that Sub the conditions set forth in Annex A are for the sole benefit of Parent and Acquisition and may be waived by Parent and Acquisition, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is permitted required. The failure by Parent and Acquisition at any time to accept for payment under applicable lawexercise any of the foregoing rights shall not be deemed a waiver of any such right, and pay for, pursuant each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Offer as soon as practicable after the expiration Company or any of its subsidiaries will be tendered in the Offer.. 8

The Offer. (a) Subject to the provisions of this ---------- Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this AgreementNovember 30, 1998, Sub shall, and Parent shall cause Sub to, commence commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the ------------ Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in the attached Exhibit A ------- C (the "Offer Conditions") (any of which may be waived in whole or in part by - ---------------- Sub in its sole discretion, provided that, without the consent of the Company, except that Sub shall not waive the Minimum Condition (as defined in Exhibit A))C) without the consent of the Company) and --------- subject to the rights of Parent or Sub to terminate this Agreement as provided in Section 8.1. Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add amend any other term of the Offer in any manner adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff --- thereof applicable to the Offer and (iii) if all Offer Conditions are satisfied or waived but the number of Shares tendered is at least equal to 75%, but less than 90%, of the then outstanding number of Shares, extend the Offer for any reason for on one or more occasions for an aggregate period of not more than 10 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as , in each case subject to the right of Parent, Sub or the Company to terminate this Agreement is pursuant to the terms hereof. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition, the HSR Condition (as defined in effect Exhibit C) or --------- either of the conditions set forth in paragraphs (e) or (f) of Exhibit C shall --------- not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (d) and (g) shall then be satisfied, at the request of the Company (confirmed in writing), Sub shall extend the Offer Conditions have not been satisfied or waivedfrom time to time, subject to the right of Parent, Sub shall, and Parent shall cause Sub to, cause or the Offer not Company to expireterminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of the execution and delivery of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub toSub, and of Parent to cause Sub toSub, to commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") and to the terms and conditions of this Agreement; provided, however, that paragraph (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent i) of the CompanyOffer Conditions shall apply only to the obligation of Sub, Sub shall not waive and of Parent to cause Sub, to consummate the Minimum Condition (as defined in Exhibit A))Offer. Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions add to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any waive) the Offer Conditions to the extent permitted by this Agreement)Conditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or Offer, (vi) amend, waive or add amend any other term of or add any new term to the Offer in any manner materially adverse to the Company or the holders of Sharesthe Shares or (vii) waive the Minimum Condition (as defined in Exhibit A). Notwithstanding the foregoing, Sub may, without the consent of the Company, (iA) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (C) extend the Offer from time to time until two business days after the expiration of the waiting period under the HSR Act (as defined in Section 4.05 below) and (iiiD) extend the Offer for any reason for one or more occasions for an aggregate a period not to exceed 15 business days, notwithstanding that all conditions to the Offer are satisfied as of not more than 10 business days beyond the latest such expiration date that would otherwise of the Offer, if, immediately prior to such expiration date (as it may be permitted under clause extended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares (i) or (ii) on a fully diluted basis). In addition, Sub shall be obligated to extend the Offer, if at the scheduled expiration date of this sentence. So long as this Agreement is in effect and the Offer any of the Offer Conditions capable of satisfaction shall not have not been satisfied or waived, Sub shalluntil the satisfaction or waiver thereof; provided, and Parent however, that there shall cause Sub to, cause be no such obligation to extend the Offer not to expirebeyond the 60th business day after the commencement of the Offer. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable lawpayment, and pay for, pursuant to the Offer as soon as practicable promptly after the expiration of the Offer; provided, however, that in no event shall the Offer expire prior to January 21, 1998.

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as practicable practicable, but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent Rexam shall cause Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation obligations of Sub to, and of Parent Rexam to cause Sub to, commence the Offer and accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent A. The initial expiration date of the Company, Sub Offer shall not waive be the Minimum Condition (as defined in Exhibit A))20th business day following the commencement of the Offer. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Common Stock to be paid pursuant to the Offer, (iii) impose any other conditions waive the Minimum Tender Condition (as defined in Exhibit A), add to the Offer other than the Offer Conditions conditions set forth in Exhibit A or modify the Offer Conditions (other than to waive any Offer Conditions condition set forth in Exhibit A in any manner adverse to the extent permitted by this Agreement)holders of Company Common Stock, (iv) except as provided below in the next sentencethis Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend, waive or add any other term of otherwise amend the Offer in any manner adverse to the Company or the holders of SharesCompany Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (iA) extend the Offer, for one or more periods of time that Sub reasonably believes are necessary to cause the conditions of the Offer set forth hereto to be satisfied, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waivedsatisfied, until such time as such conditions are satisfied or waived, waived or (iiB) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer. Rexam and Sub agree that if all of the conditions to the Offer and (iii) are not satisfied on any scheduled expiration date of the Offer then Sub shall extend the Offer for any reason for one or more occasions for an aggregate period periods of not more than 10 business days beyond time that Sub reasonably believes are necessary to cause the latest expiration date that would otherwise be permitted under clause (i) or (ii) conditions of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been set forth hereto to be satisfied from time to time until such conditions are satisfied or waived, provided that Sub shall, and Parent shall cause Sub to, cause not be required to extend the Offer not beyond October 25, 2000. Sub may, without the consent of the Company, elect to expireprovide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") following its acceptance for payment of shares of Company Common Stock in the Offer. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent Rexam shall cause Sub to, accept pay for and pay for, all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub is permitted becomes obligated to accept for payment under applicable law, and pay for, purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.