Common use of Acceptance for Payment and Payment for Shares Clause in Contracts

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended or supplemented, the terms and conditions of any such extension, amendment or supplement), the Purchaser will accept for payment and will purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 10. In any case, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment and will purchase pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of Date; provided, however, that the conditions of the Offer set forth in Section 10. In 14, including, without limitation, the expiration or termination of any case, payment for waiting periods applicable to the acquisition of Shares purchased pursuant to the Offer will be made only after timely receipt by under the Depositary of (a) certificates for such Shares HSR Act, have been satisfied or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant waived prior to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of TransmittalExpiration Date. In addition, the Purchaser expressly reserves the right, in its sole discretiondiscretion and subject to applicable law and the Merger Agreement, to delay the acceptance for payment of payment of, or payment for, for Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment (and thereby purchased, ) Shares validly tendered and not properly withdrawn prior to the Expiration Date asif, if as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders Shareholders for the purpose of receiving payment payments from the Purchaser and transmitting those payments to Shareholders whose Shares have been accepted for payment. In all cases, payment for Shares tendered and accepted for payment pursuant to validly the Offer will be made only after timely receipt by the Depositary of (i) the certificates evidencing such Shares (the "Share Certificates") or confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined in Section 3) in connection with a book-entry transfer, and (iii) any other documents required by the Letter of Transmittal. For a description of the procedures for tendering stockholdersShares pursuant to the Offer, see Section 3. Accordingly, payment may be made to tendering Shareholders at different times if delivery of the Shares and other required documents occur at different times. Under no circumstances will Purchaser pay interest on the purchase price consideration paid for Shares be paid by pursuant to the Purchaser by reason Offer, regardless of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant prior to the Offer is delayedExpiration Date, or Purchaser increases the Purchaser is unable consideration offered to accept for payment or pay for Shares tendered Shareholders pursuant to the Offer, then, without prejudice such increased consideration will be paid to all Shareholders whose Shares are purchased pursuant to the Purchaser and subject to Rule 14e-1(c) under the Exchange ActOffer, retain even if those Shares were tendered Shares and such Shares may not be withdrawn except prior to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinincrease in consideration. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, reason or if certificates Share Certificates are submitted evidencing for more Shares than are tendered, certificates for such Share Certificates evidencing unpurchased or untendered Shares will be returned, without expense to the tendering stockholder returned (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) ), without expense to the tendering Shareholder, as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of to the Offer (including, if Purchaser extends or amends the Offer is extended, amended or supplementedOffer, the terms and conditions of any such extensionthe Offer as so extended or amended) and the applicable regulations of the SEC, amendment or supplement), the Purchaser will accept for payment and will purchase pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of to the Offer set forth in Section 1015 — “Conditions to Purchaser’s Obligations” (the date of such acceptance for payment, the “Acceptance Date”). Subject to the terms of the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, Purchaser expressly reserves the right to delay acceptance for payment of, and thereby delay payment for, Shares until satisfaction of all conditions to the Offer relating to governmental or regulatory approvals. If, prior to the Expiration Date, Purchaser increases the Offer Price, Purchaser will pay the increased Offer Price to all stockholders of the Company from whom Purchaser purchases Shares in the Offer, whether such Shares were tendered before or after the increase in price. As of the date of this Offer to Purchase, Purchaser has no intention to increase the Offer Price. Under no circumstances will Purchaser pay interest on the Offer Price paid for Shares pursuant to the Offer, regardless of any delay in making such payment. For information with respect to approvals that the Company and Purchaser are required to obtain prior to the completion of the Offer, see Section 16 — “Certain Regulatory and Legal Matters.” In any caseall cases, payment Purchaser will pay for Shares purchased pursuant to in the Offer will be made only after timely receipt by the Depositary of (a) certificates for such representing the Shares (“Share Certificates”) or timely confirmation (a "“Book-Entry Confirmation"”) Table of Contents of the book-entry transfer of such the Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a “Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility”) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase procedures set forth in consideration. Section 3 — “Procedures for Accepting the Offer and Tendering Shares”; (b) the appropriate Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or an Agent’s Message (as defined below) in connection with a book-entry transfer; and (c) any other documents that the related Letter of Transmittal requires.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer is extended, amended or supplementedOffer, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser we will accept for payment and will purchase pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later to occur of (i) before the Expiration Date and (ii) not withdrawn promptly after the satisfaction Expiration Date. We expressly reserve the right, in our sole discretion, but subject to applicable laws, to delay acceptance for and thereby delay payment for Shares in order to comply with applicable laws or waiver if any of the conditions referred to in "The Offer—Section 14—Conditions of the Offer" have not been satisfied or if any event specified in such Section has occurred. Subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer. For a description of our right to terminate the Offer set forth in and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see "The Offer—Section 1014—Conditions of the Offer." We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In any caseall cases, payment for Shares purchased accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates for such Shares (including, if the Distribution Date occurs, certificates for the Rights) (or timely a confirmation (of a "Book-Entry Confirmation") of the book-entry transfer of such Shares (including, if the Distribution Date occurs, such Rights) into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesFacility (as defined in "The Offer—Section 3—Procedure for Tendering Shares"), pursuant to the procedures described herein), (bii) the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, ) or Agent's Message in lieu of a Letter of Transmittal and (ciii) any other documents required by documents. For a description of the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of procedure for tendering Shares pursuant to the Offer, the consummation see "The Offer—Section 3—Procedure for Tendering Shares." Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. Under no circumstances will we pay interest on the consideration paid for tendered Shares, regardless of any extension of or amendment to the Offer could be delayed pending compliance therewithor any delay in making such payment. For purposes of the Offer, the Purchaser will we shall be deemed to have accepted for paymentpayment tendered Shares when, as and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives we give oral or written notice of our acceptance to the Depositary of Depositary. We will pay the Purchaser's acceptance of such Shares for payment same per Share consideration pursuant to the OfferOffer to all stockholders. In all cases, upon the terms and subject The per Share consideration paid to the conditions of the Offer, payment for Shares purchased any stockholder pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment highest per Share consideration paid to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered other stockholder pursuant to the Offer is delayedOffer. We reserve the right to transfer or assign, in whole or in part from time to time, to one or more of our affiliates the Purchaser is unable right to accept for payment or pay for purchase Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) but any such transfer or assignment will not relieve us of our obligations under the Exchange Act, retain Offer or prejudice your rights to receive payment for Shares validly tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinaccepted for payment. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder returned (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facilitytransfer, such Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) ), without expense to you, as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser Company will accept for payment payment, and will purchase pay for, all outstanding Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable and not properly withdrawn, promptly after the later latest to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions to the Offer specified in "THE TENDER OFFER -- Section 12. Certain Conditions to the Offer". Subject to applicable rules of the Offer set forth Commission, the Company expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in "THE TENDER OFFER -- Section 1013. Certain Legal Matters and Regulatory Approvals" or in order to comply in whole or in part with any other applicable law. In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (aA) the certificates for evidencing such Shares (the "Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of the a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesFacility"), ) pursuant to the procedures described hereinspecified in "THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares", (bB) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (as defined below) in lieu of the Letter of Transmittal and (cC) any other documents required by under the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser Company will be deemed to have accepted for payment, payment (and thereby purchased, ) Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser Company gives oral or written notice to the Depositary of the PurchaserCompany's acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor Offer Price with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment payments from the Purchaser Company and transmitting payment such payments to validly tendering stockholdersstockholders whose Shares have been accepted for payment. Under no circumstances will the Company pay interest on the purchase price for Shares be paid by the Purchaser by reason Offer Price, regardless of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased for any reason pursuant to the Offer for any reasonterms and conditions of the Offer, or if certificates Share Certificates are submitted evidencing more Shares than are tendered, certificates for such Share Certificates evidencing unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders Facility pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase procedure specified in consideration"THE TENDER OFFER -- Section 3. Procedures for Accepting the Offer and Tendering Shares.and

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment the Offer as so extended or supplementamended), the Purchaser Purchasers will accept purchase, by accepting for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date (and not properly withdrawn in accordance with "THE TENDER OFFER -- Withdrawal Rights") as soon promptly as practicable after the later Expiration Date, with Acquisition Company agreeing to occur accept for payment and pay for all Shares validly tendered, provided that the Shares validly tendered (and not withdrawn) pursuant to the Offer plus the Shares acquired by Acquisition Company pursuant to the PlayCore Purchase Agreements (including Shares issuable upon the exercise or conversion of (iderivative securities purchased thereunder) constitute at least 90% of the outstanding Shares. If the foregoing requirement is not met, but all conditions to the Offer are met, Acquisition Company has agreed to accept for payment and pay for the first 425,439 Shares validly tendered and the Company has agreed to accept for payment and pay for all Shares validly tendered in excess of such 425,439 Shares, in each case as promptly as practicable after the Expiration Date and (ii) the satisfaction or waiver Date. Subject to applicable rules of the conditions Commission and the terms of the Offer set forth Merger Agreement, the Purchasers expressly reserve the right, in Section 10their discretion, to delay acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. See "THE TENDER OFFER -- Terms of the Offer," and "THE TENDER OFFER -- Certain Legal Matters; Regulatory Approvals." The reservation by the Purchasers of the right to delay the acceptance or purchase of, or payment for, the Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchasers to pay the consideration offered or to return the Shares deposited by, or on behalf of, stockholders, promptly after the termination or withdrawal of the Offer. In any caseall cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant are validly tendered and not properly withdrawn prior to the procedures described herein, (b) the Letter Expiration Date. See "THE TENDER OFFER -- Procedures for Tendering Shares" for a complete discussion of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, how Shares in order to comply in whole or in part with any applicable law. Any such delays will can be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithvalidly tendered. For purposes of the Offer, the Purchaser Purchasers will be deemed to have accepted for payment, payment (and thereby purchased, ) Shares validly tendered and not properly withdrawn prior to the Expiration Date asif, if as and when the applicable Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares for payment pursuant to the OfferShares. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment payments from the Purchaser Purchasers and transmitting payment payments to validly such tendering stockholders. Under no circumstances will interest on the purchase price stockholders whose Shares have been accepted for Shares be paid by the Purchaser by reason of any delay in making such payment. IfUNDER NO CIRCUMSTANCES WILL INTEREST ON THE OFFER PRICE FOR SHARES BE PAID BY THE PURCHASERS, for any reason whatsoeverREGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT OR EXTENSION OF THE EXPIRATION DATE. IF, acceptance for payment of or payment for any Shares tendered pursuant PRIOR TO THE EXPIRATION DATE, THE OFFERORS INCREASE THE CONSIDERATION TO BE PAID PER SHARE PURSUANT TO THE OFFER, THE PURCHASERS WILL PAY SUCH INCREASED CONSIDERATION FOR ALL SUCH SHARES PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE IN CONSIDERATION. Subject to the Offer is delayedterms of the Merger Agreement, the Purchasers reserve the right to assign to Acquisition Company, or to any other direct or indirect wholly-owned subsidiary of Holdings, Parent or Acquisition Company, the Purchaser is unable right to accept for payment purchase all or pay for any portion of the Shares tendered pursuant to the Offer, then, without prejudice to but any such assignment will not relieve the Purchaser and subject to Rule 14e-1(c) Purchasers of their obligations under the Exchange Act, retain Offer and will in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), Purchaser has agreed in the Purchaser will Merger Agreement to accept for payment payment, and will purchase pay for, promptly after the Expiration Date, all Shares validly tendered and not properly withdrawn on or prior to at the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of if the conditions of to the Offer set forth in Section 1013—“Conditions of the Offer” are satisfied or waived. In any caseaddition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the Commission, Purchaser reserves the right to delay acceptance for payment of, or payment for, Shares, pending receipt of the regulatory or governmental approvals specified in Section 15—“Certain Legal Matters.” For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 15—“Certain Legal Matters.” In all cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for representing such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures described herein, set forth in Section 3—“Procedures for Tendering Shares,” (b) the a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3—“Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment and thereby purchased, purchased Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returnedreturned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's ’s account at a Book-Entry Transfer Facility, DTC pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” such Shares will be credited to an account maintained within such Book-Entry Transfer Facilitywith DTC) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplement), amendment) and provided that the Offer has not been terminated as described in Section 1—“Terms of the Offer,” the Purchaser will accept for payment and will purchase promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn on or prior to in accordance with Section 4—“Withdrawal Rights.” If the Expiration Date Purchaser provides a Subsequent Offering Period, the Purchaser will immediately accept and promptly pay for Shares as soon as practicable after they are tendered during the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver Subsequent Offering Period. See Section 1—“Terms of the conditions Offer.” For a description of our rights and obligations to extend or terminate the Offer and not accept for payment or pay for Shares, or to delay acceptance for payment or payment for Shares, see Section 1—“Terms of the Offer set forth in Section 10. Offer.” In any caseall cases, payment for Shares purchased pursuant to accepted for payment in the Offer will be made only after timely receipt by the Depositary of (a) of: • the certificates for such Shares or timely confirmation (the Shares, together with a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure for Tendering Shares,” a Book-Entry Confirmation and (c) either a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3—“Procedure for Tendering Shares”; and • any other documents required by the Letter of Transmittal. In addition, The Offer Price paid to any holder of Shares for Shares tendered in the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays Offer will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the highest per Share consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable paid to the Purchaser's purchase any other holder of Shares pursuant to for Shares tendered in the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly properly tendered to the Purchaser and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's ’s acceptance of such Shares for payment pursuant to of the Shares in the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to accepted for payment in the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest be paid on the purchase price for Shares Offer Price to be paid by the Purchaser by reason for the Shares, regardless of any extension of the Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such representing unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's ’s account at a the Book-Entry Transfer Facility, such according to the procedures set forth in Section 3—”Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) as ), promptly as practicable following after the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, If the Purchaser increases the consideration offered is delayed in its acceptance for payment or payment for Shares or is unable to stockholders pursuant to accept for payment or pay for Shares in the Offer, such increased consideration would then, without prejudice to the Purchaser’s rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be paid withdrawn except to all holders the extent tendering stockholders are entitled to do so as described in Section 4—“Withdrawal Rights.” See Section 15—“Certain Legal Matters.” The Purchaser reserves the right to assign to Cytyc and/or one or more wholly-owned subsidiaries of Cytyc any of its rights under the Merger Agreement, including the right to purchase Shares that are purchased pursuant to tendered in the Offer, whether but any transfer or assignment will not such Shares were tendered prior to such increase in consideration. Procedures for Accepting relieve the Purchaser of its obligations under the Offer and Tendering Shareswill in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment in the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (includingincluding the Offer Conditions and, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date and not properly withdrawn pursuant to the Offer as soon promptly as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of Date, if the Offer set forth Conditions have been satisfied or waived. Subject to the Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. See Section 1015. In any case, payment Payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares (or timely a confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesFacility")), pursuant to the procedures described herein, (b) the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed ) and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithdocuments. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders shareholders for the purpose of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholdersshareholders whose Shares have been accepted for payment. Under no circumstances will interest on the purchase price for Shares shares be paid by paid, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such evidencing unpurchased or untendered Shares will be returned, without expense to the tendering stockholder shareholder (or, in the case of Shares delivered tendered by book-entry transfer of such Shares into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained within such with the Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. IfThe Purchaser reserves the right to transfer or assign, on in whole or prior from time to the Expiration Datetime in part, to one or more of its affiliates, the Purchaser increases right to purchase all or any portion of the consideration offered to stockholders Shares tendered pursuant to the Offer, but any such increased consideration would be paid transfer or assignment will not relieve the Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering shareholders to all holders of receive payment for Shares that are purchased validly tendered and accepted for payment pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. ​ Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplement), amendment) and provided that the Offer has not been terminated as described in Section 1 — “Terms of the Offer,” Purchaser will accept for payment and will purchase promptly pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after and not properly withdrawn in accordance with Section 4 — “Withdrawal Rights.” For a description of our rights and obligations to extend TABLE OF CONTENTS​ or terminate the later Offer and not accept for payment or pay for Shares, or to occur of (i) the Expiration Date and (ii) the satisfaction delay acceptance for payment of, or waiver payment for, Shares, see Section 1 — “Terms of the conditions of the Offer set forth in Section 10. Offer.” In any caseall cases, payment for Shares purchased pursuant to accepted for payment in the Offer will be made only after timely receipt by the Depositary of (a) of: • the certificates for such Shares the Shares, together with a Letter of Transmittal, properly completed and duly executed (or timely confirmation (a "Book-Entry Confirmation") manually executed facsimile thereof), with any required signature guarantees; or ​ • in the case of a transfer effected under the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "procedures described in Section 3 — “Procedure for Tendering Shares,” a Book-Entry Transfer Facilities"), pursuant to the procedures described herein, Confirmation (bas defined below) the and either a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executedexecuted (or manually executed facsimile thereof), with any required signature guarantees, or an Agent’s Message as described in Section 3 — “Procedure for Tendering Shares”; and (c) ​ • any other documents required by the Letter of Transmittal. In addition, ​ The Offer Price paid to any holder of Shares for Shares tendered in the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays Offer will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the highest per Share consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable paid to the Purchaser's purchase any other holder of Shares pursuant to for Shares tendered in the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly properly tendered to Purchaser and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's ’s acceptance of such Shares for payment pursuant to of the Shares in the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to accepted for payment in the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest be paid on the purchase price for Shares Offer Price to be paid by Purchaser for the Purchaser by reason Shares, regardless of any extension of the Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such representing unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's ’s account at a Book-Entry Transfer FacilityDTC (as defined below), such according to the procedures set forth in Section 3 — “Procedure for Tendering Shares,” the Depositary will notify DTC of Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as at DTC), promptly as practicable following after the expiration, expiration or termination or withdrawal of the Offer. IfIf Purchaser is delayed in its acceptance for payment of, on or prior payment for, Shares or is unable to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to accept for payment or pay for Shares in the Offer, such increased consideration would then, without prejudice to Purchaser’s rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and the Shares may not be paid to all holders of Shares that are purchased pursuant withdrawn except to the Offer, whether or not such Shares were tendered prior extent tendering stockholders are entitled to such increase do so as described in consideration. Procedures for Accepting the Offer and Tendering SharesSection 4 — “Withdrawal Rights.” See Section 15 — “Certain Legal Matters.”

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable Date, and not theretofore withdrawn in accordance with Section 4 of this Offer to Purchase, promptly after the later to occur of (ia) the Expiration Date and (iib) subject to compliance with the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, the satisfaction or waiver of the conditions of the Offer set forth in Section 1015 of this Offer to Purchase. Subject to such compliance, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including the satisfaction of the statutory requirements with respect to the Pennsylvania Waiting Period (as defined in paragraph (c) of Section 15 of this Offer to Purchase). In any caseall cases, payment for Shares purchased accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, hereinafter referred to as the "Book-Entry Transfer FacilitiesFacility"), pursuant to the procedures described hereinset forth in Section 3 of this Offer to Purchase, (bii) the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof)) with all required signature guarantees or, properly completed and duly executedin the case of a book-entry transfer, an Agent's Message and (ciii) any other documents required by the Letter of Transmittal. In additionThe term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance Depositary and forming a part of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Acta Book-Entry Confirmation, which requires states that a person who makes a tender offer pay such Book-Entry Transfer Facility has received an express acknowledgment from the consideration offered or return tendered securities promptly after participant in such Book-Entry Transfer Facility tendering the termination or withdrawal Shares that are the subject of a tender offer. The Purchaser believes the Book-Entry Confirmation that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, such participant has received and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed agrees to be applicable to bound by the purchase of Shares pursuant to the Offer, the consummation terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant. See Section 3 of this Offer could be delayed pending compliance therewithto Purchase. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered tendered, and not withdrawn prior to the Expiration Date validly withdrawn, as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offerpayment. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting such payment to validly tendering stockholders. Under no circumstances will interest on Upon the purchase price deposit of funds with the Depositary for Shares the purpose of making payments to tendering stockholders, Purchaser's obligation to make such payment shall be paid by satisfied, and tendering stockholders must thereafter look solely to the Purchaser Depositary for payment of amounts owed to them by reason of any delay in making such paymentthe acceptance for payment of Shares pursuant to the Offer. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to Purchaser's rights under this Offer to Purchase, the Purchaser and Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and, subject to compliance with the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn withdrawn, except to the extent that the tendering stockholder is stockholders are entitled to and duly exercises withdrawal rights as described hereinin Section 4 of this Offer to Purchase. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing representing more Shares than are tendered, certificates for representing such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.5

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment (and will purchase all thereby purchase) and pay for Shares that are validly tendered and not properly withdrawn on or prior to the Expiration Date Date, as soon as practicable after the later Expiration Date. Subject to occur of (i) the Expiration Date and (ii) the satisfaction or waiver applicable rules of the conditions Commission and the terms of the Offer set forth Merger Agreement, Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares in Section 10order to comply, in whole or in part, with any other applicable law, government regulation or condition contained therein. See Sections 1, 14 and 15. In any caseall cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates for such the Shares (or a timely confirmation (a "Book-Entry Confirmation"Confirmation (as defined in Section 3) of with respect to the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"Shares), pursuant to the procedures described herein, (bii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executedexecuted with any required signature guarantees (or, in the case of a book-entry transfer of Shares, an Agent's Message), and (ciii) any all other documents required by the Letter of Transmittal. In additionSee Section 3. The term "Agent's Message" means a message, transmitted by the Purchaser expressly reserves Book-Entry Transfer Facility to and received by the right, in its sole discretion, to delay the acceptance Depositary and forming part of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Acta Book-Entry Confirmation, which requires states that a person who makes a tender offer pay (i) the consideration offered or return tendered securities promptly after Book-Entry Transfer Facility has received an express acknowledgment from the termination or withdrawal participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of a tender offer. The Purchaser believes that such 4 Book-Entry Confirmation, (ii) such participant has received and agrees to be bound by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act terms of 1976, as amendedthe applicable Letter of Transmittal, and the rules and regulations promulgated thereunder (the "HSR Act"iii) are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithPurchaser may enforce such agreement against such participant. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment (and thereby purchased) tendered Shares if, Shares validly tendered and not withdrawn prior to the Expiration Date as, if as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offerpayment. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders Shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly the tendering stockholders. Under no circumstances will interest on the purchase price Shareholders whose Shares have been accepted for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoeverreason, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to Purchaser's rights described in Section 14, the Purchaser Depositary may, nevertheless, on behalf of Purchaser, retain the tendered Shares, and subject such Shares may not be withdrawn, except to the extent that the tendering Shareholders are entitled to withdrawal rights as described in Section 4 and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will interest accrue on the consideration to be paid for the Shares by Purchaser, retain tendered Shares and regardless of any delay in making such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinpayment. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, reason or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased the Shares not purchased or untendered Shares tendered will be returned, returned pursuant to the instructions of the tendering Shareholder without expense to the tendering stockholder Shareholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such the Shares will be credited to an account maintained within such at the appropriate Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. IfPurchaser reserves the right, on or prior subject to the Expiration Dateprovisions of the Merger Agreement, to assign, in whole or from time to time in part, to one or more of Parent's subsidiaries or affiliates the Purchaser increases right to purchase all or any portion of the consideration offered to stockholders Shares tendered pursuant to the Offer, but no such increased consideration would assignment will relieve Parent or Purchaser of its obligations under the Offer or prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. IF, PRIOR TO THE EXPIRATION DATE, PURCHASER INCREASES THE CONSIDERATION TO BE PAID PER SHARE PURSUANT TO THE OFFER, PURCHASER WILL PAY THE INCREASED CONSIDERATION FOR ALL SHARES PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT THE SHARES WERE TENDERED PRIOR TO THE INCREASE IN CONSIDERATION. 3. PROCEDURE FOR TENDERING SHARES VALID TENDERS. For Shares to be paid to all holders of Shares that are purchased validly tendered pursuant to the Offer, whether either (i) the appropriate Letter of Transmittal (or not such Shares were tendered a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer of Shares, an Agent's Message), and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer To Purchase prior to such increase in considerationthe Expiration Date and either (a) certificates representing tendered Shares must be received by the Depositary at any one of those addresses prior to the Expiration Date or (b) the Shares must be delivered pursuant to the procedures for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (ii) the tendering Shareholder must comply with the guaranteed delivery procedures set forth below. Procedures for Accepting the Offer and Tendering Shares.No alternative, conditional or contingent tenders will be accepted. THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. 5

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment and will purchase all pay for up to 1,800,000 Shares validly tendered and not properly withdrawn on or prior to the Expiration Date (and not properly withdrawn in accordance with Section 3 below) as soon as 4 7 practicable after the later to occur of (i) the Expiration Date and (ii) Date. Any determination concerning the satisfaction or waiver of such terms and conditions shall be within the sole discretion of the conditions of the Offer set forth in Purchaser and such determination shall be final and binding on all tendering stockholders. See Section 1013. In any case, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, right to delay the acceptance of for payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange ActIn all cases, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of payment for Shares accepted for payment pursuant to the OfferOffer will be made only after timely receipt by the Depositary of certificates for such Shares (or a timely confirmation of a book-entry transfer of such Shares into the Depositary's account at one of the Book-Entry Transfer Facilities, as described in Section 4), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) or an Agent's Message in connection with a book-entry transfer and any other documents required by the Letter of Transmittal. HoweverThe term "Agent's Message" means a message transmitted through electronic means by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a book-entry confirmation, if which states that the HSR Act were deemed Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be applicable to bound by the purchase Letter of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithTransmittal. For purposes of the Offer, the Purchaser will be deemed to have accepted for paymentpayment and purchased tendered Shares if, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if as and when the Purchaser gives oral or written notice to the Depositary of its acceptance for payment of the Purchaser's acceptance tenders of such Shares. Payment for Shares accepted for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser on the purchase price of the Shares to be paid by reason the Purchaser, regardless of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered tendered by book-entry transfer of such Shares into the Depositary's account at a The Depository Trust Company ("DTC") or the Philadelphia Depository Trust Company ("Philadep" and DTC sometimes hereinafter collectively referred to as the "Book-Entry Transfer FacilityFacilities") pursuant to the procedures set forth in Section 4, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases shall increase the consideration offered to stockholders a holder of Shares pursuant to the Offer, such increased consideration would shall be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting The Purchaser reserves the right to transfer to one or more United States subsidiaries of the Purchaser the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer will not relieve the Purchaser of its obligations under the Offer and Tendering Shareswill in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment payment, and will purchase pay Table of Contents for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable promptly after the later to occur of (ia) the Expiration Date and (iib) the satisfaction or waiver of the conditions of the Offer Conditions set forth in Section 10. 13—“Conditions of the Offer.” In any caseall cases, payment for any Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for representing such Shares or timely confirmation (a "Shares, an indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Confirmation"Shares (as defined in Section 3 below) or confirmation of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures described herein, set forth in Section 3—“Procedures for Tendering Shares,” (b) the a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3—“Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment and thereby purchased, purchased Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or including if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returnedreturned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in promptly following expiration or termination of the Offer. In the case of Shares delivered tendered by book-entry transfer into the Depositary's ’s account at a Book-Entry Transfer Facility, DTC pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offerby DTC. If, on or prior to the Expiration Date, the Purchaser increases shall increase the consideration offered to stockholders holders of Shares pursuant to the Offer, such increased consideration would will be paid to all holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extensionextension or amendment) and provided that the Offer has not been terminated, amendment or supplement), the Purchaser will accept for payment and will purchase promptly pay for all Shares validly tendered prior to the Offer Expiration Time and not properly withdrawn on or prior in accordance with Section 4—“Withdrawal Rights.” Rule 14e-1(c) under the Exchange Act relates to the Expiration Date as soon as practicable obligation of Purchaser to pay for or return tendered Shares promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction termination or waiver withdrawal of the conditions Offer. For a description of our rights and obligations to extend or terminate the Offer and not accept for payment or pay for Shares, or to delay acceptance for payment of, or payment for, Shares, see Section 1—“Terms of the Offer set forth in Section 10. Offer.” In any caseall cases, payment for Shares purchased pursuant to accepted for payment in the Offer will be made only after timely receipt by the Depositary of (a) of: • for Shares held as physical certificates, the certificates for evidencing such Shares (the “Share Certificates”), together with a Letter of Transmittal, properly completed and duly executed (or timely a manually executed facsimile thereof), with any required signature guarantees; or • for Shares held via a book entry at The Depositary Trust Company (the “Book-Entry Transfer Facility”), confirmation (a "“Book-Entry Confirmation"”) of the a book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), Facility pursuant to the procedures described herein, (b) the in Section 3—“Procedure for Tendering Shares” and either a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executedexecuted (or manually executed facsimile thereof), with any required signature guarantees, or Table of Contents an Agent’s Message, as described in Section 3—“Procedure for Tendering Shares,” in lieu of the Letter of Transmittal; and (c) • any other documents required by the Letter of Transmittal. In additionAccordingly, tendering stockholders may be paid at different times depending upon when Share Certificates, Letters of Transmittal or Book-Entry Confirmations with respect to Shares are actually received by the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithDepositary. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly properly tendered to Purchaser and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's ’s acceptance of such Shares for payment of the Shares pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting such payment to validly tendering stockholders. Under no circumstances will interest on the purchase price stockholders whose Shares have been accepted for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased for any reason pursuant to the Offer for any reasonterms and conditions of the Offer, or if certificates Share Certificates are submitted evidencing more Shares than are tendered, certificates for such Share Certificates representing unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's ’s account at a the Book-Entry Transfer Facility, Facility according to the procedures set forth in Section 3—“Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of Purchaser’s decision not to accept the Shares and such Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) as ), promptly as practicable following after the expiration, expiration or termination or withdrawal of the Offer. If, for any reason whatever, Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to accept for payment or pay for Shares pursuant to the Offer, then, without prejudice to Purchaser’s rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act), the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to do so as described in Section 4—“Withdrawal Rights.” Under no circumstances will interest be paid on the Offer Price to be paid by Purchaser for the Shares, regardless of any extension of the Offer or any delay in making payment. If, prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to price being paid for Shares, Purchaser will pay the Offer, such increased consideration would be paid to for all holders of Shares that are purchased pursuant to the Offer, whether or not such those Shares were tendered prior to such the increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions satisfaction or waiver (to the extent waivable by Xxxxxxx & Xxxxxxx or Purchaser) of the Offer Conditions set forth in Section 15—“Conditions to the Offer” (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), Purchaser will, and Xxxxxxx & Xxxxxxx will cause Purchaser to, as promptly as practicable following the Purchaser will Acceptance Time, accept for payment and will purchase and, promptly following the Acceptance Time, pay for all of the Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver Offer. See Section 1—“Terms of the conditions of the Offer set forth in Section 10Offer”. In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after (a) timely receipt by the Depositary of (a) certificates for such Shares (“Share Certificates”) or timely confirmation (of a "Book-Entry Confirmation") of the book-entry transfer of such Shares (“Book-Entry Confirmations”) into the Depositary's ’s account at The Depository Trust Company or (the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures described hereinset forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares”, (b) the a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. In additionAccordingly, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will tendering stockholders may be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and paid at different times depending upon when the Purchaser gives oral Share Certificates or written notice Book-Entry Confirmations with respect to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made are actually received by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by any Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplement), amendment) and provided that the Offer has not been terminated as described in Section 1—"Terms of the Offer," Purchaser will accept for payment and will purchase promptly pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after and not properly withdrawn in accordance with Section 4—"Withdrawal Rights." For a description of our rights and obligations to extend or terminate the later Offer and not accept for payment or pay for Shares, or to occur of (i) the Expiration Date and (ii) the satisfaction delay acceptance for payment of, or waiver payment for, Shares, see Section 1—"Terms of the conditions of the Offer set forth in Section 10. Offer." In any caseall cases, payment for Shares purchased pursuant to accepted for payment in the Offer will be made only after timely receipt by the Depositary of (a) of: • the certificates for such Shares the Shares, together with a Letter of Transmittal, properly completed and duly executed (or timely confirmation (a "Book-Entry Confirmation") manually executed facsimile thereof), with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "procedures described in Section 3—"Procedure for Tendering Shares," a Book-Entry Transfer Facilities"), pursuant to the procedures described herein, Confirmation (bas defined below) the and either a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executedexecuted (or manually executed facsimile thereof), with any required signature guarantees, or an Agent's Message as described in Section 3—"Procedure for Tendering Shares"; and (c) • any other documents required by the Letter of Transmittal. In addition, The Offer Price paid to any holder of Shares for Shares tendered in the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays Offer will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the highest per Share consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable paid to the Purchaser's purchase any other holder of Shares pursuant to for Shares tendered in the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly properly tendered to Purchaser and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to of the Shares in the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to accepted for payment in the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest be paid on the purchase price for Shares Offer Price to be paid by Purchaser for the Purchaser by reason Shares, regardless of any extension of the Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such representing unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer FacilityDTC (as defined below), such according to the procedures set forth in Section 3—"Procedure for Tendering Shares," the Depositary will notify DTC of Purchaser's decision not to accept the Shares and the Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as at DTC), promptly as practicable following after the expiration, expiration or termination or withdrawal of the Offer. IfIf Purchaser is delayed in its acceptance for payment of, on or prior payment for, Shares or is unable to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to accept for payment or pay for Shares in the Offer, such increased consideration would then, without prejudice to Purchaser's rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and the Shares may not be paid to all holders of Shares that are purchased pursuant withdrawn except to the Offer, whether or not such Shares were tendered prior extent tendering stockholders are entitled to such increase do so as described in consideration. Procedures for Accepting the Offer and Tendering SharesSection 4—"Withdrawal Rights." See Section 15—"Certain Legal Matters."

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser we will accept for payment payment, and will purchase all pay for, Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after Date. In addition, we expressly reserve the later right, subject to occur of (i) the Expiration Date and (ii) the satisfaction or waiver applicable rules of the conditions of the Offer set forth Commission, to delay acceptance for payment of, or payment for, Shares in Section 10order to comply, in whole or in part, with any applicable law. See Sections 1 and 13. In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "BookBOOK-Entry Transfer FacilitiesENTRY TRANSFER FACILITY"), ) pursuant to the procedures described hereinset forth in Section 3, (b) the a Letter of Transmittal (or a facsimile thereof), ) properly completed and duly executedexecuted with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithSee Section 3. For purposes of the Offer, the Purchaser we will be deemed to have accepted for payment, and thereby purchased, payment Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives we give oral or written notice to the Depositary of the Purchaser's our acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser us and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest on UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Our reservation of the right to delay the acceptance or purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant is subject to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to provisions of Rule 14e-1(c) under the Exchange Act, retain tendered which requires us to pay the consideration offered or to return Shares and such Shares may not be withdrawn except to deposited by or on behalf of tendering stockholders promptly after the extent that termination or withdrawal of the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinOffer. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained within such with the Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. IfIF, on PRIOR TO THE EXPIRATION DATE, WE INCREASE THE CONSIDERATION OFFERED TO HOLDERS OF SHARES PURSUANT TO THE OFFER, WE WILL PAY SUCH INCREASED CONSIDERATION TO ALL HOLDERS OF SHARES THAT ARE PURCHASED PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH INCREASE IN CONSIDERATION. We reserve the right to transfer or prior assign, in whole or in part, from time to time, to one or more direct or indirect subsidiaries of Parent the Expiration Date, right to purchase all or any portion of the Purchaser increases the consideration offered to stockholders Shares tendered pursuant to the Offer, but any such increased consideration would be paid transfer or assignment will not relieve us of our obligations under the Offer and will in no way prejudice the rights of tendering stockholders to all holders of receive payment for Shares that are purchased validly tendered and accepted for payment pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if we extend or amend the Offer is extended, amended or supplementedOffer, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser we will accept for payment and will purchase pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later to occur of (i) before the Expiration Date and (ii) not withdrawn promptly after the satisfaction Expiration Date. We expressly reserve the right, in our sole discretion, but subject to applicable laws, to delay acceptance for and thereby delay payment for Shares in order to comply with applicable laws or waiver if any of the conditions referred to in “The Offer — Section 14” have not been satisfied or if any event specified in such Section has occurred. Subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act, we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer. For a description of our right to terminate the Offer set forth in and not accept for payment or pay for Shares or to delay acceptance for payment or payment for Shares, see “The Offer — Section 1014.” If we increase the consideration to be paid for Shares pursuant to the Offer, we will pay such increased consideration for all Shares purchased pursuant to the Offer. We will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In any caseall cases, payment for Shares purchased accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates for such Shares (or timely a confirmation (of a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"Facility (as defined in “The Offer – Section 3)), pursuant to the procedures described herein, (bii) the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, ) and (ciii) any other documents required by documents. For a description of the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of procedure for tendering Shares pursuant to the Offer, the consummation see “The Offer — Section 3.” Accordingly, payment may be made to tendering stockholders at different times if delivery of the Shares and other required documents occurs at different times. Under no circumstances will we pay interest on the consideration paid for tendered Shares, regardless of any extension of or amendment to the Offer could be delayed pending compliance therewithor any delay in making such payment. For purposes of the Offer, the Purchaser will we shall be deemed to have accepted for paymentpayment tendered Shares when, as and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives we give oral or written notice of our acceptance to the Depositary of Depositary. We will pay the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased same per Share consideration pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering all stockholders. Under no circumstances will interest on We reserve the right to transfer or assign, in whole or in part from time to time, to one or more of our affiliates the right to purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) but any such transfer or assignment will not relieve us of our obligations under the Exchange Act, retain Offer or prejudice your rights to receive payment for Shares validly tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinaccepted for payment. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder returned (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facilitytransfer, such Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) ), without expense to you, as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), Purchaser has agreed in the Purchaser will Merger Agreement to accept for payment promptly after the Expiration Time, and will purchase to cause the Depositary and Paying Agent to pay for as promptly as practicable after the Expiration Time, all Shares validly tendered and not properly validly withdrawn on or prior to at the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of Time if the conditions of to the Offer set forth in Section 1013—"Conditions of the Offer" are satisfied or, to the extent permitted, waived. In any caseaddition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the SEC, Purchaser reserves the right to delay acceptance for payment of, or payment for, Shares, pending receipt of the regulatory or governmental approvals specified in Section 15—"Certain Legal Matters; Regulatory Approvals." For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 15—"Certain Legal Matters; Regulatory Approvals." In all cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary and Paying Agent of (a) certificates for such representing those Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such those Shares into the DepositaryDepositary and Paying Agent's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesDTC"), ) pursuant to the procedures described herein, set forth in Section 3—"Procedures for Tendering Shares," (b) the a Letter of Transmittal (or or, with respect to a facsimile thereof), properly completed and duly executed, and (c) any other documents required recognized Medallion Program approved by the Letter of Transmittal. In additionSecurities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the New York Stock Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Medallion Signature Program and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.Stock Exchanges Medallion

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if Purchaser extends or amends the Offer is extended, amended or supplementedOffer, the terms and conditions of any such extensionthe Offer as so extended or amended) and the applicable rules and regulations of the SEC, amendment or supplement)promptly after the Expiration Date, the Purchaser will accept purchase, by accepting for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or (as permitted by Section 4—"Withdrawal Rights" of this Offer to Purchase) prior to the Expiration Date as soon as practicable after the later Time. For information with respect to occur of (i) the Expiration Date approvals that Parent and (ii) the satisfaction Purchaser are or waiver of the conditions of the Offer set forth in Section 10. In any case, payment for Shares purchased pursuant may be required to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant obtain prior to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer, see Section 16—"Legal Matters; Required Regulatory Approvals" of this Offer could be delayed pending compliance therewithto Purchase. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor Offer Price with the Depositary, which will act as agent for tendering stockholders of Exa for the purpose of receiving payment payments from the Purchaser and transmitting payment such payments, less any applicable withholding tax, to validly tendering stockholders. Under no circumstances will interest on the purchase price stockholders of Exa whose Shares have been accepted for Shares be paid by the Purchaser by reason of any delay in making such payment. IfIf Purchaser extends the Offer, for any reason whatsoever, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offerany reason, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) Purchaser's rights under the Exchange ActOffer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares Shares, and such Shares may not be withdrawn except to the extent that the tendering stockholder is stockholders are entitled to and duly exercises withdrawal rights as described hereinunder Section 4—"Withdrawal Rights" of this Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act, which requires that Purchaser pay the consideration offered or return Shares deposited by or on behalf of tendering stockholders promptly after the consummation of the Offer. If Under no circumstances will Purchaser pay interest on the Offer Price for Shares, regardless of any tendered extension of the Offer or any delay in payment for Shares. In all cases, Purchaser will pay for Shares are not accepted for payment or purchased pursuant to the Offer for any reason, only after timely receipt by the Depositary of: (a) certificates representing tendered Shares ("Certificates") or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case timely confirmation of Shares delivered by a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer FacilityThe Depository Trust Company ("DTC") as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase procedures set forth in consideration. Procedures Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase; (b) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined below) in connection with a book-entry transfer; and (c) any other documents required by the Letter of Transmittal.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, extended or amended or supplementedin accordance with the terms of the Merger Agreement, the terms and conditions of any such extension, amendment extension or supplementamendment), including satisfaction or waiver of all of the Purchaser Offer Conditions, the Offeror will, and Parent will cause the Offeror to, at or promptly after, the Expiration Date, irrevocably accept for payment payment, and will purchase at or promptly following acceptance for payment, pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 10Offer. In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary and Paying Agent of (a) certificates for such representing those Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such those Shares into the DepositaryDepositary and Paying Agent's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesDTC"), ) pursuant to the procedures described herein, set forth in Section 3—"Procedures for Tendering Shares," (b) the a Letter of Transmittal (or, with respect to a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an "Eligible Institution"), a manually executed facsimile thereof or a facsimile thereofan Agent's Message (as defined in Section 3—"Procedures for Tendering Shares" below)), properly completed and duly executed, with any required signature guarantees and (c) any other documents required by the Letter of Transmittal. In additionSee Section 3—"Procedures for Tendering Shares." Accordingly, tendering stockholders may be paid at different times depending upon when certificates or book-entry transfer confirmations with respect to their Shares are actually received by the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Depositary and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithPaying Agent. For purposes of the Offer, the Purchaser Offeror will be deemed to have accepted for payment, payment and thereby purchased, purchased Shares validly tendered and not validly withdrawn prior to the Expiration Date as, if and when the Purchaser Offeror gives oral or written notice to the Depositary and Paying Agent of the Purchaser's its acceptance of such Shares for payment of those Shares pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the DepositaryDepositary and Paying Agent, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser Offeror and transmitting payment those payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such paymentpayment for Shares. If, Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for any reason whatsoeverpurpose, acceptance including for payment purposes of or payment for any satisfying the Minimum Condition, unless and until Shares tendered pursuant to underlying such Notice of Guaranteed Delivery are "received" (as defined in Section 251(h)(6) of the Offer is delayed, or DGCL) by the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser Depositary and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinPaying Agent. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such those unpurchased or untendered Shares will be returned, without expense to in "book-entry" form in your name with the tendering stockholder transfer agent (or, in the case of Shares delivered tendered by book-entry transfer into the DepositaryDepositary and Paying Agent's account at a Book-Entry Transfer Facility, such DTC pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," those Shares will be credited to an account maintained within such Book-Entry Transfer Facilitywith DTC) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser Offeror increases the consideration offered to stockholders holders of Shares pursuant to the Offer, such that increased consideration would will be paid to all holders of all Shares that are purchased tendered pursuant to the Offer, whether or not such those Shares were tendered prior to such that increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable and not properly withdrawn promptly after the later latest to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of to the Offer set forth in Section 1014. Notwithstanding the immediately preceding sentence and subject to applicable rules of the Commission and the terms of the Merger Agreement, Purchaser expressly reserves the right to delay acceptance for payment of, or payment for, Shares pending receipt of any regulatory approvals specified in Section 15 or in order to comply in whole or in part with any other applicable law. 5 In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) the certificates for evidencing such Shares (the "Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of the a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Depositary Trust Company (collectively, the "Book-Entry Transfer FacilitiesFacility"), ) pursuant to the procedures described hereinset forth in Section 3, (bii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in Section 3) in connection with a book-entry transfer, and (ciii) any other documents required by under the Letter of Transmittal. In additionOn January 21, 1999, Parent filed, and on January 22, 1999, the Purchaser expressly reserves Company filed, with the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder Federal Trade Commission (the "HSR ActFTC") are not and the Antitrust Division of the Department of Justice (the "Antitrust Division") a Premerger Notification and Report Form under the HSR Act with respect to the Offer. It is anticipated that the waiting period under the HSR Act applicable to the Purchaser's Offer will expire at 11:59 p.m., New York City time, on February 4, 1999. If Purchaser acquires 50% or more of the Shares then outstanding in the Offer, no separate waiting period will apply to the subsequent purchase of Shares pursuant to the Stock Option Agreement. Prior to the expiration or termination of any such waiting period, the FTC or the Antitrust Division may extend any such waiting period by requesting additional information from Parent or the Company with respect to the Offer or the Stock Option Agreement. If such a request is made with respect to the purchase of Shares in the Offer, the waiting period will expire at 11:59 p.m., New York City time, on the tenth calendar day after substantial compliance by Parent or the Company with such a request. Thereafter, the FTC or Antitrust Division must obtain a court order to prevent Purchaser from consummating the acquisition of Shares pursuant to the Offer. However, if The waiting period under the HSR Act were deemed may be terminated prior to be applicable to its expiration by the purchase of Shares pursuant to FTC and the Offer, Antitrust Division. Parent and the consummation Company have requested early termination of the Offer could waiting period, although there can be delayed pending compliance therewithno assurance that this request will be granted. See Section 15 for additional information regarding the HSR Act. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment (and thereby purchased, ) Shares validly tendered and not withdrawn prior to the Expiration Date asproperly withdrawn, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders shareholders for the purpose of receiving payment payments from the Purchaser and transmitting payment such payments to validly tendering stockholdersshareholders whose Shares have been accepted for payment. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser by reason paid, regardless of any delay in making such payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering shareholders, Purchaser's obligation to make such payment shall be satisfied, and tendering shareholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to Purchaser's rights under Section 1, the Purchaser and Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and, subject to compliance with the applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn withdrawn, except to the extent that the tendering stockholder is shareholders are entitled to and duly exercises withdrawal rights as described hereinin Section 4. If any tendered Shares are not accepted for payment or purchased for any reason pursuant to the Offer for any reasonterms and conditions of the Offer, or if certificates Share Certificates are submitted evidencing more Shares than are tenderedtendered or accepted for purchase as provided in this Section 2, certificates for such Share Certificates evidencing unpurchased or untendered Shares will be returned, without expense to the tendering stockholder shareholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedure set forth in Section 3, such Shares will be credited to an account maintained within such Book-at the Book- Entry Transfer Facility) ), as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders price being paid for Shares accepted for payment pursuant to the Offer, such increased consideration would will be paid to all holders of shareholders whose Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.6

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if Purchaser extends or amends the Offer is extended, amended or supplementedOffer, the terms and conditions of any such extensionthe Offer as so extended or amended) and the applicable rules and regulations of the SEC, amendment or supplement)promptly after the Expiration Date, the Purchaser will accept purchase, by accepting for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or (as permitted by Section 4—"Withdrawal Rights" of this Offer to Purchase) prior to the Expiration Date as soon as practicable after Date. If Purchaser includes the later to occur of (i) the Expiration Date Subsequent Offering Period, Purchaser will immediately accept and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 10. In any case, payment promptly pay for Shares purchased pursuant as they are tendered during the Subsequent Offering Period. For information with respect to approvals that Textron and Purchaser are or may be required to obtain prior to the Offer will be made only after timely receipt by the Depositary completion of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation see Section 16—"Legal Matters; Required Regulatory Approvals" of the this Offer could be delayed pending compliance therewithto Purchase. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor Offer Price with the Depositary, which will act as agent for tendering stockholders shareholders of Arctic Cat for the purpose of receiving payment payments from the Purchaser and transmitting payment such payments, less any applicable withholding tax, to validly tendering stockholders. Under no circumstances will interest on the purchase price shareholders of Arctic Cat whose Shares have been accepted for Shares be paid by the Purchaser by reason of any delay in making such payment. IfIf Purchaser extends the Offer, for any reason whatsoever, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offerany reason, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) Purchaser's rights under the Exchange ActOffer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares Shares, and such Shares may not be withdrawn except to the extent that the tendering stockholder is shareholders are entitled to and duly exercises withdrawal rights as described hereinunder Section 4—"Withdrawal Rights" of this Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act, which requires that Purchaser pay the consideration offered or return Shares deposited by or on behalf of tendering shareholders promptly after the completion of the Offer. If Under no circumstances will Purchaser pay interest on the Offer Price for Shares, regardless of any tendered extension of the Offer or any delay in payment for Shares. In all cases, Purchaser will pay for Shares are not accepted for payment or purchased pursuant to the Offer for any reason, only after timely receipt by the Depositary of: (a) certificates representing tendered Shares ("Certificates") or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case timely confirmation of Shares delivered by a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer FacilityThe Depository Trust Company ("DTC") as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase procedures set forth in consideration. Procedures Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase; (b) a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined below) in connection with a book-entry transfer; and (c) any other documents required by the Letter of Transmittal.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer offer (including, if the Offer offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplement), amendment) and provided that the offer has not been terminated as described in Section 1—“Terms of the Offer,” the Purchaser will accept for payment and will purchase promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn on or prior to in accordance with Section 4—“Withdrawal Rights.” If the Expiration Date Purchaser provides a subsequent offering period, the Purchaser will immediately accept and promptly pay for Shares as soon as practicable after they are tendered during the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver subsequent offering period. See Section 1—“Terms of the conditions Offer.” For a description of our rights and obligations to extend or terminate the offer and not accept for payment or pay for Shares, or to delay acceptance for payment or payment for Shares, see Section 1—“Terms of the Offer set forth in Section 10. Offer.” In any caseall cases, payment for Shares purchased pursuant to accepted for payment in the Offer offer will be made only after timely receipt by the Depositary of (a) of: • the certificates for such Shares or timely confirmation (the Shares, together with a "Book-Entry Confirmation") letter of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof)transmittal, properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3—“Procedure for Tendering Shares,” a Book-Entry Confirmation (as defined below) and (c) either a letter of transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3—“Procedure for Tendering Shares”; and • any other documents required by the Letter letter of Transmittaltransmittal. In addition, The offer price paid to any holder of Shares for Shares tendered in the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays offer will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the highest per Share consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable paid to the Purchaser's purchase any other holder of Shares pursuant to for Shares tendered in the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithoffer. For purposes of the Offeroffer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly properly tendered to the Purchaser and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's ’s acceptance of such Shares for payment pursuant to of the OfferShares in the offer. In all cases, upon Upon the terms and subject to the conditions of the Offeroffer, payment for Shares purchased pursuant to accepted for payment in the Offer offer will be made by deposit of the purchase offer price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest be paid on the purchase offer price for Shares be paid by tendered Shares, regardless of any extension of or amendment to the Purchaser by reason of offer or any delay in making such payment. If, paying for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such representing unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's ’s account at a the Book-Entry Transfer FacilityFacility (as defined below), such according to the procedures set forth in Section 3—“Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision not to accept the Shares and the Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) as ), promptly as practicable following after the expiration, expiration or termination or withdrawal of the Offeroffer. IfIf the Purchaser is delayed in its acceptance for payment or payment for Shares or is unable to accept for payment or pay for Shares in the offer, then, without prejudice to the Purchaser’s rights under the offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on or prior behalf of the Purchaser, retain tendered Shares, and the Shares may not be withdrawn except to the Expiration Date, the Purchaser increases the consideration offered extent tendering stockholders are entitled to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase do so as described in consideration. Procedures for Accepting the Offer and Tendering SharesSection 4—“Withdrawal Rights.” See Section 15—“Certain Legal Matters.”

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment the Offer as so extended or supplementamended), the Purchaser will accept purchase, by accepting for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date (and not properly withdrawn in accordance with "Withdrawal Rights") as soon promptly as practicable after the later Expiration Date. Subject to occur of (i) the Expiration Date and (ii) the satisfaction or waiver applicable rules of the conditions Commission and the terms of the Offer set forth Merger Agreement, Purchaser expressly reserves the right, in Section 10its discretion, to delay acceptance for payment of, or payment for, Shares in order to comply, in whole or in part, with any applicable law. See "Terms of the Offer," and "Certain Legal Matters; Regulatory Approvals." The reservation by Purchaser of the right to delay the acceptance or purchase of, or payment for, the Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or to return the Shares deposited by, or on behalf of, shareholders, promptly after the termination or withdrawal of the Offer. In any caseall cases, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary The Depository Trust Company of (ai) the certificates for evidencing such Shares (the "Certificates") or timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesFacility"), pursuant to the procedures described hereinset forth in "Procedures for Tendering Shares", (bii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executedexecuted with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer and (ciii) any other documents required by to be included with the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) Transmittal under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions thereof and of the Offer, payment for Shares purchased pursuant this Offer to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering SharesPurchase.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the satisfaction or waiver of all the conditions to the Offer Conditions set forth in Section 13 — “Conditions of the Offer (including, if the Offer is extended, amended or supplemented, the terms and conditions of any such extension, amendment or supplement), the Purchaser Offer,” we will accept for payment and will purchase pay for, promptly after the Expiration Date, all shares validly tendered and not validly withdrawn prior to the Expiration Date. Subject to compliance with Rule 14e-1(c) under the Exchange Act, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law. See Section 15 — “Certain Legal Matters; Regulatory Approvals.” Table of Contents In all cases, payment for any Shares validly tendered and not properly validly withdrawn on or prior to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 10. In any case, accepted for payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for representing such Shares or timely confirmation (a "Shares, an indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Confirmation"Shares (as defined in Section 3 below) or confirmation of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures described herein, set forth in Section 3 — “Procedures for Tendering Shares,” (b) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not validly withdrawn prior to the Expiration Date as, if and when the Purchaser gives we give oral or written notice to the Depositary of the Purchaser's our acceptance for purchase of such Shares for payment pursuant to the Offer. In all cases, upon On the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor Offer Price for such Shares with the Depositary, which will act as paying agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser us and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest on If we extend the purchase price for Shares be paid by Offer pursuant to the Purchaser by reason of any delay Merger Agreement, are delayed in making such payment. If, for any reason whatsoever, our acceptance for payment of or payment (whether before or after our acceptance for any payment for Shares) for Shares tendered or are unable to accept Shares for payment pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offerany reason, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) our rights under the Exchange ActOffer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that the tendering stockholder is stockholders are entitled to and duly exercises withdrawal rights as described hereinherein under Section 4 — “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares. If any tendered Shares are not accepted for payment or purchased purchase for any reason pursuant to the Offer for any reasonterms and conditions of the Offer, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returnedreturned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for the Shares not tendered will be sent) without expense to the tendering stockholder (or, in promptly following expiration or termination of the Offer. In the case of Shares delivered tendered by book-entry transfer into the Depositary's ’s account at a Book-Entry Transfer Facility, DTC pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offerby DTC. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders holders of Shares pursuant to the Offer, such increased consideration would will be paid to all the holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser we will accept for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on at the Expiration Date promptly after the Expiration Date. In addition, subject to the applicable rules of the SEC, we reserve the right to delay acceptance for payment of, or payment for, Shares, pending receipt of any regulatory or governmental approvals specified in Section 15—"Certain Legal Matters." For information with respect to approvals that we are or may be required to obtain prior to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver completion of the conditions of the Offer set forth in Offer, see Section 10. 15—"Certain Legal Matters." In any caseall cases, payment we will pay for Shares purchased accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates for representing such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesDTC"), ) pursuant to the procedures described herein, set forth in Section 3—"Procedures for Tendering Shares," (bii) the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof)) with all required signature guarantees or, properly completed and duly executedin the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal, and (ciii) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3—"Procedures for Tendering Shares." For purposes of the Offer, the Purchaser we will be deemed to have accepted for payment, payment and thereby purchased, purchased Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives we give oral or written notice to the Depositary of the Purchaser's our acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser us and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returnedreturned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, DTC pursuant to the procedures set forth in Section 3—"Procedures for Tendering Shares," such Shares will be credited to an account maintained within such Book-Entry Transfer Facilitywith DTC) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases we increase the consideration offered to stockholders holders of Shares pursuant to the Offer, such increased consideration would will be paid to all holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting We reserve the right to transfer or assign in whole or in part, from time to time, to one or more direct or indirect wholly-owned subsidiaries of HP, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and Tendering Shareswill in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extensionextension or amendment) and the Merger Agreement, amendment or supplement), the Purchaser will accept for payment Table of Contents consummate the Offer and will purchase pay for all Shares validly tendered and not properly withdrawn on or prior pursuant to the Expiration Date Offer as soon as practicable after the later to occur of Expiration Time and, in any event, no more than three (i3) business days after the Expiration Date and (ii) the satisfaction or waiver consummation of the conditions of the Offer set forth in Section 10Offer. In any caseall cases, payment for any Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for representing such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures described herein, set forth in Section 3 — “Procedures for Tendering Shares,” (b) the a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment and thereby purchased, purchased Shares validly tendered and not withdrawn prior to the Expiration Date as, Time if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or including if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returnedreturned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for Shares not tendered will be sent), without expense to the tendering stockholder (or, in promptly following expiration or termination of the Offer. In the case of Shares delivered tendered by book-entry transfer into the Depositary's ’s account at a Book-Entry Transfer Facility, DTC pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offerwith DTC. If, on or prior to the Expiration DateTime, the Purchaser increases the consideration offered to stockholders holders of Shares pursuant to the Offer, such increased consideration would will be paid to all holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting Purchaser reserves the right, subject to the provisions of the Merger Agreement, to assign in its sole discretion, any or all of its rights, interests or obligations under the Merger Agreement, to Luminex or any direct or indirect wholly-owned Luminex subsidiary, including the right to purchase all or any portion of Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and Tendering Shareswill in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject Subject to the conditions of the Offer (including, if the Offer is extended, amended or supplemented, the terms and conditions of any such extension, amendment or supplement), the Purchaser will accept for payment and will purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of all the conditions of to the Offer set forth in Section 1013 — “Conditions of the Offer,” we will immediately after the Expiration Date irrevocably accept for payment all Shares tendered (and not validly withdrawn) pursuant to the Offer and, promptly after the Offer Acceptance Time (and in any event within three business days), pay for such Shares. In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), DTC pursuant to the procedures described herein, (bset forth in Section 3 — “Procedures for Tendering Shares,” ​(ii) the a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees (in respect of Shares tendered by any means other than book-entry transfer through DTC) or, in the case of a book-entry transfer through DTC, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal, and (ciii) any other documents required by the Letter of TransmittalTransmittal or any other customary documents required by the Depositary. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares pursuant to the Offer, then Purchaser has accepted for payment and thereby purchased Shares validly tendered and not validly withdrawn pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased irrevocably accepted by Purchaser for purchase pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser us and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as with DTC promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. IfTABLE OF CONTENTS​ We reserve the right to designate another wholly owned direct or indirect Delaware corporate subsidiary to act as Purchaser, on or prior in which event all references to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would shall be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior deemed references to such increase in consideration. Procedures for Accepting other subsidiary, but any such assignment will not impede or delay the Offer and Tendering Sharesconsummation of the Transactions or relieve us of our obligations under the Merger Agreement.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will 4 7 accept for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date (and not properly withdrawn) as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 10Date. In any caseall cases, payment for Shares purchased pursuant to the Offer will be made only after upon timely receipt by the Depositary of (ai) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or and the Philadelphia Depository Trust Company (collectivelyeach, the a "Book-Entry Transfer FacilitiesFacility"), ) pursuant to the procedures described hereinset forth in Section 3, (bii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (ciii) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders Holders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on the purchase price Holders whose Shares have been accepted for Shares be paid by the Purchaser by reason of any delay in making such payment. IfUNDER NO CIRCUMSTANCES WILL INTEREST ON THE OFFER PRICE OF TENDERED SHARES BE PAID, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinREGARDLESS OF ANY DELAY IN MAKING PAYMENT AFTER THE EXPIRATION DATE. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for evidencing such unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder Holder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at within a Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) ), as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior If the Purchaser varies the terms of the Offer by increasing the consideration to the Expiration Datebe paid per Share, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, shall pay such increased consideration would be paid to for all holders of Shares that are purchased pursuant to the Offer, Offer whether or not such Shares were have been tendered prior to such increase in considerationincrease. Procedures for Accepting the Offer and Tendering Shares3.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (includingOffer, if the Offer is extended, amended or supplemented, the terms and conditions of any such extension, amendment or supplement), the Purchaser we will accept for payment and will purchase pay for all Shares validly tendered and not properly validly withdrawn on or prior to the Expiration Date as soon as practicable after Time. Notwithstanding the later foregoing, subject to occur of (i) the Expiration Date any applicable rules and (ii) the satisfaction or waiver regulations of the SEC (including Rule 14(e)-1(c) under the Exchange Act), we reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until satisfaction of all conditions to the Offer that are dependent upon the receipt of governmental or regulatory approvals. For information with respect to approvals that we are or may be required to obtain prior to the completion of the Offer, see Section 16 — “Certain Legal Matters; Regulatory Approvals.” We will pay for Shares accepted for payment pursuant to the Offer set forth in Section 10by depositing the Offer Price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. Upon the deposit of such funds with the Depositary, our obligation to make such payment will be satisfied, and tendering stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. In any caseall cases, payment for Shares purchased pursuant to the Offer accepted for payment will be made only after timely receipt by the Depositary of (ai) certificates for such Shares (or timely of a confirmation (of a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"Facility (as defined in Section 3 — “Procedures for Tendering Shares — Book-Entry Delivery”)), pursuant to the procedures described herein, (bii) the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executedwith any required signature guarantees (or in connection with a book-entry transfer, an Agent’s Message (as defined in Section 3 — “Procedures for Tendering Shares — Book-Entry Delivery”)) and (ciii) any other documents required by documents. For a description of the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of procedure for tendering Shares pursuant to the Offer, see Section 3 — “Procedures for Tendering Shares.” Accordingly, payment may be made to tendering stockholders at different times if delivery of the consummation Shares and other required documents occurs at different times. Under no circumstances will we pay interest on the consideration paid for Shares pursuant to the Offer, regardless of any extension of the Offer could or any delay in making such payment. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be delayed pending compliance therewithdetermined by us in our sole discretion. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are received by the Depositary. For purposes of the Offer, the Purchaser we will be deemed to have accepted for paymentpayment tendered Shares when, as and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives we give oral or written notice of our acceptance to the Depositary of the Purchaser's acceptance of such Shares Depositary. If we do not accept for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if you submit certificates are submitted evidencing for more Shares than are tendered, we will return certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facilitytransfer, such Shares will be credited to an account maintained within such at the Book-Entry Transfer FacilityFacility or in the case of Shares held in a nominee account by the Depositary, such Shares will be returned to the nominee account) as without expense to you, promptly as practicable following the expiration, termination or withdrawal of the Offer. IfWe reserve the right to transfer or assign, on in whole or prior from time to time in part, to one or more of our affiliates the Expiration Date, the Purchaser increases the consideration offered right to stockholders purchase Shares tendered pursuant to the Offer, but any such increased consideration would be paid to all holders transfer or assignment will not relieve us of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting our obligations under the Offer or prejudice your rights to receive payment for Shares validly tendered and Tendering Sharesaccepted for payment.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment payment, and will purchase all pay for, Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later Expiration Date. In addition, Purchaser expressly reserves the right, subject to occur of (i) the Expiration Date and (ii) the satisfaction or waiver applicable rules of the conditions of the Offer set forth Commission, to delay acceptance for payment of, or payment for, Shares in Section 10order to comply, in whole or in part, with any applicable law. See Sections 1 and 15. In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "BookBOOK-Entry Transfer FacilitiesENTRY TRANSFER FACILITY"), ) pursuant to the procedures described hereinset forth in Section 3, (b) the a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithSee Section 3. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, payment Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders shareholders for the purpose purposes of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholdersshareholders. Under no circumstances will interest on UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The reservation by Purchaser of the right to delay the acceptance or purchase price for Shares be paid by the Purchaser by reason of any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant is subject to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to provisions of Rule 14e-1(c) under the Exchange Act, retain tendered which requires Purchaser to pay the consideration offered or to return Shares and such Shares may not be withdrawn except to deposited by or on behalf of tendering shareholders promptly after the extent that termination or withdrawal of the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinOffer. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder shareholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained within such with the Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. ​ Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment TABLE OF CONTENTS​ payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable promptly after the later to occur of (ia) the Expiration Date and (iib) the satisfaction or waiver of the conditions of the Offer Conditions set forth in Section 1013 — “Conditions of the Offer.” If we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares as they are tendered during such subsequent offering period, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. In the Merger Agreement, we have agreed not to commence any case“subsequent offering period” after the expiration of the Offer if the Merger can be effected under Section 251(h) of the DGCL. In all cases, payment for any Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for representing such Shares or timely confirmation (a "Shares, an indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Confirmation"Shares (as defined in Section 3 below) or confirmation of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures described herein, set forth in Section 3 — “Procedures for Tendering Shares,” (b) the a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 below) in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment and thereby purchased, purchased Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment Payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or including if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returnedreturned or credited to the appropriate account, as applicable. Such unpurchased Shares will be returned or credited (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in promptly following expiration or termination of the Offer. In the case of Shares delivered tendered by book-entry transfer into the Depositary's ’s account at a Book-Entry Transfer Facility, DTC pursuant to the procedures set forth in Section 3 — “Procedures for Tendering Shares,” such Shares will be credited to an account maintained within such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offerby DTC. If, on or prior to the Expiration Date, the Purchaser increases shall increase the consideration offered to stockholders holders of Shares pursuant to the Offer, such increased consideration would will be paid to all holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplement), amendment) and provided that the Offer has not been terminated as described in Section 1 — “Terms of the Offer,” the Purchaser will accept for payment and will purchase promptly pay for all Shares validly tendered before the Expiration Date and not properly withdrawn on or prior to in accordance with Section 4 — “Withdrawal Rights.” If the Expiration Date Purchaser provides a Subsequent Offering Period, the Purchaser will immediately accept and pay for Shares as soon as practicable after they are tendered during the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver Subsequent Offering Period. See Section 1 — “Terms of the conditions Offer.” For a description of our rights and obligations to extend or terminate the Offer and not accept for payment or pay for Shares, or to delay acceptance for payment or payment for Shares, see Section 1 — “Terms of the Offer set forth in Section 10. Offer.” In any caseall cases, payment for Shares purchased pursuant to accepted for payment in the Offer will be made only after timely receipt by the Depositary of (a) of: • the certificates for such Shares or timely confirmation (the Shares, together with a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees; or • in the case of a transfer effected under the book-entry transfer procedures described in Section 3 — “Procedure for Tendering Shares,” a Book-Entry Confirmation and (c) either a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message as described in Section 3 — “Procedure for Tendering Shares”; and • any other documents required by the Letter of Transmittal. In addition, The Offer Price paid to any holder of Shares for Shares tendered in the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays Offer will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the highest per Share consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable paid to the Purchaser's purchase any other holder of Shares pursuant to for Shares tendered in the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to the Purchaser and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's ’s acceptance of such Shares for payment pursuant to of the Shares in the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to accepted for payment in the Offer will be made by deposit of the purchase price Offer Price therefor with the Depositary, which will act as agent for tendering stockholders shareholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholdersshareholders. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering shareholders, the Purchaser’s obligation to make such payment shall be satisfied, and tendering shareholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer. Under no circumstances will interest be paid on the purchase price for Shares Offer Price to be paid by the Purchaser by reason for the Shares, regardless of any extension of the Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described herein. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, or if certificates are submitted evidencing more Shares than are tendered, certificates for such representing unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder shareholder (or, in the case of Shares delivered by book-entry transfer into the Depositary's ’s account at a the Book-Entry Transfer Facility, such according to the procedures set forth in Section 3 — “Procedure for Tendering Shares,” the Depositary will notify the Book-Entry Transfer Facility of the Purchaser’s decision 15 Table of Contents not to accept the Shares and the Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) as ), promptly as practicable following after the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, If the Purchaser increases the consideration offered is delayed in its acceptance for payment or payment for Shares or is unable to stockholders pursuant to accept for payment or pay for Shares in the Offer, such increased consideration would then, without prejudice to the Purchaser’s rights under the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange Act) the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and the Shares may not be paid withdrawn except to all holders the extent tendering shareholders are entitled to do so as described in Section 4 — “Withdrawal Rights.” The Purchaser reserves the right to transfer or assign to Lilly and/or one or more direct or indirect subsidiaries of Lilly any of its rights under the Merger Agreement, including the right to purchase Shares that are purchased pursuant to tendered in the Offer, whether but any transfer or assignment will not such Shares were tendered prior to such increase in consideration. Procedures for Accepting relieve the Purchaser of its obligations under the Offer and Tendering Shareswill in no way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment in the Offer.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extensionthe Offer, amendment as so extended or supplementamended), promptly after the Expiration Date Purchaser will accept for payment payment, and will purchase pay for, any and all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later and not properly withdrawn in accordance with Section 3 above. Subject to occur of (i) the Expiration Date and (ii) the satisfaction or waiver applicable rules of the Commission and the terms and conditions of the Offer set forth in Section 10. In any caseMerger Agreement, payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of Transmittal. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of for payment of, or payment for, Shares in order to comply in whole or in part with any applicable lawlaw or government regulation. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange ActIn all cases, which requires that a person who makes a tender offer pay the consideration offered or return payment for Shares tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares accepted for payment pursuant to the Offer. However, if Offer will be made only after timely receipt by the HSR Act were deemed to be applicable to Depositary of (i) the purchase Share Certificates evidencing such Shares (or timely Book-Entry Confirmation of the book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility pursuant to the Offerprocedures set forth under Section 2 above), (ii) the consummation Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer and (iii) any other documents required by the Offer could be delayed pending compliance therewithLetter of Transmittal. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered to Purchaser and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares for payment pursuant to the OfferShares. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer so accepted for payment will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from the Purchaser and transmitting payment to validly tendering stockholders. Under no circumstances will interest on UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID BY PURCHASER ON THE PURCHASE PRICE OF THE SHARES TENDERED PURSUANT TO THE OFFER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. Upon the purchase price deposit of funds with the Depositary for Shares the purpose of making payments to tendering stockholders, Purchaser's obligation to make such payments shall be paid by satisfied and tendering stockholders must thereafter look solely to the Purchaser Depositary for payment of amounts owed to them by reason of any delay in making such payment. If, for any reason whatsoever, Purchaser's acceptance for payment of Shares. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or payment for any Shares tendered on its order pursuant to the Offer Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any charges and expenses of the Depositary, the Information Agent and the Dealer Manager. If Purchaser is delayeddelayed in its acceptance for payment of, or the Purchaser payment for, tendered Shares or is unable to accept for payment or pay for such Shares tendered pursuant to the OfferOffer for any reason, then, without prejudice to Purchaser's rights under the Purchaser and Offer (but subject to Purchaser's obligations under Rule 14e-1(c14e-l(c) under the Exchange ActAct to pay for or return the tendered Shares promptly after the termination or withdrawal of the Offer), the Depositary may, nevertheless, retain tendered Shares on behalf of Purchaser, and such Shares may not be withdrawn except to the extent that the tendering stockholder is stockholders are entitled to exercise, and duly exercises exercise, withdrawal rights as described hereinunder Section 3 above. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer because of an invalid tender or for any other reason, or if certificates are submitted Share Certificates evidencing more Shares than are tendered, certificates for any such unpurchased or untendered Shares will be returned, without expense expense, to the tendering stockholder (or, in the case of Shares delivered by book-entry transfer of such Shares into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures described in Section 2 above, such Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extensionextension or amendment) and the satisfaction or waiver of all of the conditions to the Offer set forth in Section 15, amendment or supplement), the Purchaser will accept payment for payment and will purchase all Shares validly tendered and tendered, not properly withdrawn on or prior to and accepted for payment by the Expiration Date Offeror during the initial offer period will be effected as soon as practicable after the later to occur Expiration Date. Consideration for Shares validly tendered and accepted for payment by the Offeror during any subsequent offer period will be paid as soon as practicable after receipt of (i) validly tendered Shares. Except with the Expiration Date and (ii) the satisfaction or waiver consent of the conditions of the Offer set forth in Section 10. In any caseU.K. Takeover Panel, payment for Shares purchased tendered will be made in accordance with the terms of the Offer without regard to any lien, right of set-off, counterclaim or other analogous right to which the Offeror may otherwise be, or claim to be, entitled against that shareholder. In all cases, payment for Ordinary Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the U.K. Receiving Agent (for shareholders that are Non-U.S. holders (as defined herein)) or the U.S. Depositary (for shareholders that are U.S. holders (as defined herein)) of: - certificates representing such Ordinary Shares; - the Form of Acceptance, properly completed, signed and witnessed (a) certificates for shareholders that are individuals); and - any other documents required by the Form of Acceptance. In all cases, payment for ADSs tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the U.S. Depositary of: - ADRs evidencing such Shares ADSs or timely confirmation (a "Book-Entry Confirmation") of the a book-entry transfer of such Shares ADSs into the U.S. Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer FacilitiesFacility"), ) pursuant to the procedures described herein, (b) set forth in Section 3; - the Letter of Transmittal Transmittal, properly completed and duly executed (or a facsimile thereof), properly completed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer; and duly executed, and (c) - any other documents required by the Letter of Transmittal. In addition, Holders of ADSs who cannot comply on a timely basis with the Purchaser expressly reserves the right, in its sole discretion, to delay the foregoing procedures for acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares Offer may deposit ADRs pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithprocedures set forth below for guaranteed delivery. For purposes of the Offer, the Purchaser Offeror will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn prior to the Expiration Date as, if and when the Purchaser Offeror gives oral or written notice to the U.S. Depositary and the U.K. Receiving Agent of the PurchaserOfferor's acceptance for payment of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the DepositaryU.S. Depositary (in respect of Shares held by U.S. holders) and the U.K. Receiving Agent (in respect of Shares held by Non-U.S. holders), each of which will act as agent for tendering stockholders shareholders for the purpose of receiving payment payments from the Purchaser Offeror and transmitting payment such payments to validly tendering stockholders. Under no circumstances will interest on the purchase price shareholders whose Shares have been accepted for Shares be paid by the Purchaser by reason of any delay in making such payment. If, If for any reason whatsoever, whatsoever acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, delayed or the Purchaser Offeror is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, then without prejudice to the Purchaser Offeror's rights set forth herein, the U.S. Depositary or the U.K. Receiving Agent, as the case may be, may nevertheless, on behalf of the Offeror and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder shareholder is entitled to and duly exercises withdrawal rights as described hereinin Section 4. Under no circumstances will interest on the purchase price for Shares be paid by the Offeror, regardless of any extension of the Offer or any delay in making such payment. No consideration will be mailed to an address in or otherwise transmitted into Australia, Canada or Japan. If any tendered Shares are not accepted for payment or purchased for any reason pursuant to the terms and conditions of the Offer for any reason, or if ADRs or certificates are submitted evidencing for more Shares ADSs or Ordinary Shares, respectively, than are tendered, ADRs or certificates for such evidencing unpurchased or untendered Shares will be returned, returned without expense to the tendering stockholder shareholder (or, in the case of Shares delivered ADSs tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares ADSs will be credited to an account maintained within such at the Book-Entry Transfer Facility) ), as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser Offeror increases the consideration offered to stockholders price being paid for Shares accepted for payment pursuant to the Offer, such increased consideration would will be paid to all holders of shareholders whose Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures If the Offeror increases the price being paid for Accepting the Shares or otherwise materially amends the Offer (and any such amended Offer represents, on the date it is announced (on such basis as ING Barings Limited may consider appropriate) an improvement (or no diminution) in the value of the Offer as so amended when compared with the Offer prior to such amendment), validly tendered Shares not otherwise withdrawn shall constitute validly tendered Shares for the Offer as so revised and the Offeror shall be entitled to treat any Form of Acceptance or Letter of Transmittal received prior to the announcement of such amendment or increase as a valid acceptance of any amended Offer and such acceptance and all powers and authorities given thereby shall apply MUTATIS MUTANDIS to such increased or amended Offer. The Offeror reserves the right to transfer or assign, in whole or in part from time to time, to one or more of its affiliates the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Offeror of its obligations under the Offer and Tendering will in no way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. POUNDS STERLING ELECTION Instead of receiving cash consideration in U.S. dollars under the Offer, shareholders who so wish may elect to receive pounds sterling. The cash amount payable in U.S. dollars to which such shareholder would otherwise be entitled pursuant to the terms of the Offer will be converted, without charge, from U.S. dollars to pounds sterling at the exchange rate obtainable by the U.S. Depositary or the U.K. Receiving Agent on the spot market in London at approximately noon (London time) on the date the cash consideration is made available by the Offeror to the U.S. Depositary or the U.K. Receiving Agent for delivery in respect of the relevant Shares. A shareholder may elect to receive such amount on the basis set out above only in respect of all tendered Shares. Shareholders may not elect to receive both pounds sterling and U.S. dollars. POUNDS STERLING ELECTION IS MADE BY CHECKING THE RELEVANT BOX IN THE LETTER OF TRANSMITTAL, WITH RESPECT TO THE TENDERING OF ADSS, AND IN THE FORM OF ACCEPTANCE, WITH RESPECT TO THE TENDERING OF ORDINARY SHARES. The actual amount of pounds sterling received will depend upon the exchange rate prevailing on the business day on which funds are made available to the U.S. Depositary or U.K. Receiving Agent by the Offeror. Shareholders should be aware that the U.S. dollar/pounds sterling exchange rate which is prevailing on the date on which an election is made to receive pounds sterling and on the dates of any exchange and/or dispatch and/or receipt of payment may be different from that prevailing on the business day on which funds are made available to the U.S. Depositary or U.K. Receiving Agent by the Offeror. In all cases, fluctuations in the U.S. dollar/pounds sterling exchange rate are at the risk of the tendering shareholders who elect to receive their consideration in pounds sterling. Neither the Offeror nor any of its advisors or agents shall have any responsibility with respect to the actual amount of cash consideration payable other than in U.S. dollars.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept for payment and will purchase pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable promptly after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of provided that the conditions of the Offer set forth in Section 10. In any case14, payment for including, without limitation, the expiration or termination of the waiting period applicable to the acquisition of Shares purchased pursuant to the Offer will be made only after timely receipt by under the Depositary of (a) certificates for such Shares HSR Act, have been satisfied or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant waived prior to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of TransmittalExpiration Date. In addition, subject to applicable rules of the Commission, the Purchaser expressly reserves the right, in its sole discretion, right to delay the acceptance of for payment of, or payment for, Shares pending receipt of any other regulatory approvals specified in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewithSection 15. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, payment (and thereby purchased, ) Shares validly tendered and not properly withdrawn prior to the Expiration Date asif, if as and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders shareholders for the purpose of receiving payment payments from the Purchaser and transmitting those payments to shareholders whose Shares have been accepted for payment. In all cases, payment to validly tendering stockholders. Under no circumstances will interest on the purchase price for Shares tendered and accepted for payment pursuant to the Offer will be paid made only after timely receipt by the Purchaser Depositary of (i) the certificates evidencing such Shares (the "Share Certificates"), or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares, if such procedure is available, into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message (as defined in Section 3) in connection with a book-entry transfer, and (iii) any other documents required by reason the Letter of any delay in making such paymentTransmittal. IfFor a description of the procedure for tendering Shares pursuant to the Offer, see Section 3. Accordingly, payment may be made to tendering shareholders at different times if delivery of the Shares and other required documents occur at different times. If for any reason whatsoever, whatsoever acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, delayed or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under Purchaser's rights set forth herein, the Exchange ActDepositary may nevertheless, on behalf of the Purchaser, retain tendered Shares Shares, and such those Shares may not be withdrawn except to the extent that the tendering stockholder shareholder is entitled to exercise and duly exercises withdrawal rights as described hereinin Section 4, subject, however, to the Purchaser's obligation under Rule 14e-1(c) under the Exchange Act to pay for Shares tendered or return those Shares promptly after termination or withdrawal of the Offer. If, prior to the Expiration Date, the Purchaser increases the consideration offered to shareholders pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer, even if those Shares were tendered prior to the increase in consideration. The Purchaser reserves the right to transfer or assign, in whole at any time or in part from time to time, to one or more of the Purchaser's affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. If any tendered Shares are not accepted for payment or purchased pursuant to the Offer for any reason, reason or if certificates Share Certificates are submitted evidencing for more Shares than are tendered, certificates for such Share Certificates evidencing unpurchased or untendered Shares will be returned, without expense to the tendering stockholder returned (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained within such at the Book-Entry Transfer Facility) ), without expense to the tendering shareholder, as promptly as practicable following the expiration, termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended extended or supplementedamended, the terms and conditions of any such extension, amendment extension or supplementamendment), the Purchaser will accept be deemed to have accepted for payment payment, and will purchase pay for, all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later Expiration Date, if and when Purchaser gives oral or written notice to occur the Depositary of (i) the Expiration Date and (ii) the satisfaction or waiver Purchaser's acceptance of the conditions tender of the Offer set forth in Section 10. In any case, such Shares for payment for Shares purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures described herein, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, and (c) any other documents required by the Letter of TransmittalOffer. In addition, the Purchaser expressly reserves the right, in its sole discretion, right to delay the acceptance of for payment of, or payment for, Shares in order to comply comply, in whole or in part part, with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Payment for Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares purchased pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose of receiving payment payments from the Purchaser and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. IfSee Sections 1 and 14. In all cases, payment for any reason whatsoever, acceptance Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for such Shares or confirmation of the book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3, (b) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. See Section 3. The reservation by Purchaser of the right to delay the acceptance or purchase of or payment for any Shares tendered pursuant is subject to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to provisions of Rule 14e-1(c14e- 1(c) under the Exchange Act, retain tendered which requires Purchaser to pay the consideration offered or to return Shares and such Shares may not be withdrawn except to deposited by or on behalf of tendering stockholders promptly after the extent that termination or withdrawal of the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinOffer. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returned, without expense to the tendering stockholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer FacilityFacility pursuant to the procedures set forth in Section 3, such Shares will be credited to an account maintained within such with the Book-Entry Transfer Facility) ), as promptly soon as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders holders of Shares pursuant to the Offer, such increased consideration would will be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting Purchaser reserves the right to transfer or assign in whole or in part, from time to time, to one or more direct or indirect subsidiaries of Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and Tendering Shareswill in no way prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Under the Merger Agreement, Parent may assign any of its rights and Purchaser may assign any of its rights, interest and obligations to any of the direct or indirect subsidiaries of Parent provided that such assignment will not relieve Parent of any liability under the Merger Agreement for any breach by such assignee.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended, amended or supplemented, the terms and conditions of any such extension, amendment or supplement), the Purchaser will accept for payment and will purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date as soon as practicable after the later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of the conditions of the Offer set forth in Section 10and the Merger Agreement, we will (i) immediately after the Expiration Date irrevocably accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer (the “Acceptance Time”) and (ii) as soon as reasonably practicable and no more than one business day after the Acceptance Time pay for all such shares. In any caseall cases, payment for Shares purchased tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ai) certificates for representing such Shares or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Shares into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures described herein, set forth in Section 3—“Procedures for Tendering Shares,” (bii) the a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined below) in lieu of the Letter of Transmittal), and (ciii) any other documents required by the Letter of TransmittalTransmittal or any other customary documents required by Depositary. In addition, the Purchaser expressly reserves the right, in its sole discretion, to delay the acceptance of payment of, or payment for, Shares in order to comply in whole or in part with any applicable law. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, which requires that a person who makes a tender offer pay the consideration offered or return tendered securities promptly after the termination or withdrawal of a tender offer. The Purchaser believes that the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act") are not applicable to the Purchaser's purchase of Shares pursuant to the Offer. However, if the HSR Act were deemed to be applicable to the purchase of Shares pursuant to the Offer, the consummation of the Offer could be delayed pending compliance therewith. See Section 3—“Procedures for Tendering Shares.” For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not withdrawn prior to the Expiration Date as, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's its acceptance for payment of such Shares pursuant to the Offer, then Purchaser has accepted for payment and thereby purchased Shares validly tendered and not validly withdrawn pursuant to the Offer. In all cases, upon Upon the terms and subject to the conditions of the Offer, payment for Shares purchased accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for the tendering stockholders for the purpose purposes of receiving payment payments from the Purchaser us and transmitting payment such payments to validly the tendering stockholders. Under no circumstances will interest be paid on the purchase price Offer Price for Shares be paid by Shares, regardless of any extension of the Purchaser by reason of Offer or any delay in making such payment. If, for any reason whatsoever, acceptance for payment of or payment for any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described hereinShares. If any tendered Shares are not accepted for payment or purchased pursuant to the terms and conditions of the Offer for any reason, or if certificates are submitted evidencing for more Shares than are tendered, certificates for such unpurchased or untendered Shares will be returnedreturned (or new certificates for the Shares not tendered will be sent), without expense to the tendering stockholder (or, in the case of Shares delivered tendered by book-entry transfer into the Depositary's ’s account at a Book-Entry Transfer Facility, DTC pursuant to the procedures set forth in Section 3—“Procedures for Tendering Shares,” such Shares will be credited to an account maintained within such Book-Entry Transfer Facilitywith DTC) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. If, on or prior to the Expiration Date, the Purchaser increases the consideration offered to stockholders pursuant to the Offer, such increased consideration would be paid to all holders of Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Procedures for Accepting the Offer and Tendering Shares.