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 or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and, as soon as permitted after the Expiration Date, purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date. In addition, subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see Section 15. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares ("Share Certificates") or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), 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 below) in connection with a book-entry transfer; and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 ​ Subject to the terms of the Offer and the Merger Agreement and subject to the conditions satisfaction or waiver of all of the Offer (including, if Conditions set forth in Section 15 — “Conditions of the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase and pay for all Shares validly tendered (and not properly withdrawn on or prior withdrawn) pursuant to the Offer as promptly as practicable after the scheduled Expiration Date. In additionTime and, subject to applicable rules of in any event, not more than two business days after the Commission, Expiration Time (the date and time Purchaser expressly reserves irrevocably accepts for purchase all the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act validly tendered (and similar German laws shall have expired or been terminated prior not validly withdrawn) pursuant to the Expiration DateOffer, the “Acceptance Time”). Any such delays will be effected in Subject to compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) to the extent the Shares are not already held with the Depositary, the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each “DTC”) (such a "confirmation, a “Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), Confirmation”) pursuant to the procedures set forth in Section 3; (ii3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guaranteesguarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely in each case prior to the Depositary for payment of amounts owed to them by reason of Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay any stock transfer taxes with respect to the transfer Share Certificates and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and, as soon as permitted promptly after the Expiration Date, purchase Purchaser will accept for payment, and will pay for, any and all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date and not properly withdrawn in accordance with Section 3 above. All questions as to the satisfaction of such terms and conditions will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. See "THE TENDER OFFER--1. Terms Of The Offering; Expiration Date" and "THE TENDER OFFER--15. In addition, subject Certain Conditions Of The Offer." Subject to applicable rules of the CommissionCommission and the terms and conditions of the Merger Agreement, Purchaser expressly reserves the right right, in its sole discretion, to delay acceptance for payment of of, or payment for for, Shares until in order to comply in whole or in part with any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Datelaw. Any such delays delay will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see Section 15. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares the Share Certificates ("Share Certificates") or timely confirmation Book-Entry Confirmation of a the book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), Facility pursuant to the procedures set forth in under Section 3; 2 above), (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer; , and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (payment, and thereby purchased) , Shares validly tendered to Purchaser and not properly withdrawn as of the Expiration Dateas, if, as if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon In all cases, upon the terms and subject to the conditions of the Offer, payment for Shares so accepted for payment pursuant to the Offer will be made by the deposit of the purchase price therefor with the Depositary, which will act as agent for tendering Stockholders stockholders for the purpose of receiving payments payment from Purchaser and transmitting such payments payment to Stockholders whose Shares have been accepted for paymentvalidly tendering stockholders. 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 deposit of funds with the Depositary for the purpose of making payments to tendering Stockholdersstockholders, Purchaser's obligation to make such payment payments shall be satisfied, satisfied and tendering Stockholders 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred . If Purchaser is delayed in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. If, for any reason whatsoever, its acceptance for payment of of, or payment for any for, tendered Shares validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for such Shares tendered pursuant to the OfferOffer for any reason, then then, without prejudice to Purchaser's rights set forth herein, under the Depositary may nevertheless, on behalf of Purchaser and Offer (but subject to Purchaser's obligations under Rule 14e-1(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 SharesShares 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 in under Section 43 above. If any tendered Shares are not accepted for payment purchased pursuant to the Offer because of an invalid tender or for any reason or if Share Certificates are submitted for more Shares than are tenderedreason, Share Certificates evidencing unpurchased or untendered for any such Shares will be returned returned, without expense expense, to the tendering Stockholder stockholder (or, in the case of Shares tendered delivered by book-entry transfer of such Shares into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in under Section 32 above, such Shares will be credited to the appropriate Stockholder's an account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase all and promptly pay for Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to after the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period Rule 14d-11(e) under the HSR Act and similar German laws shall have expired or been terminated prior Exchange Act. Subject to the Expiration Date. Any such delays will be effected in 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, including, without limitation, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or merger control laws. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) except in the case of Shares held in a book-entry/direct registration account maintained by Tasty Baking’s transfer agent (a “DRS Account”) (and not through a financial institution that is a participant in the system of The Depository Trust Company (“DTC”)), the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), DTC pursuant to the procedures set forth in Section 3; 3 — 4 Table of Contents “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 Purchaser extends or amends the Offer is extended or amendedOffer, the terms and conditions of any such extension the Offer as so extended or amendment)amended) and the applicable regulations of the Commission, Purchaser will accept purchase, by accepting for payment andpayment, as soon as permitted after the Expiration Dateand will pay for, purchase all Shares validly tendered and not properly withdrawn on or (as permitted by Section 4 — “Withdrawal Rights”) prior to the Expiration Date. In addition, subject to applicable rules promptly after the Expiration Date following the satisfaction or waiver of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior conditions to the Expiration Date. Any such delays will be effected Offer set forth in compliance with Rule 14e-1(c) under Section 14 — “Conditions of the Exchange Act. Offer.” For information with respect to approvals that X.X. Xxxxxx and Purchaser are required to be obtained obtain prior to the consummation completion of the Offer, including under the HSR Act and similar German lawsother laws and regulations, see Section 15. 15 — “Legal Matters; Required Regulatory Approvals.” 4 Table of Contents In all cases, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of (ia) certificates for such representing the Shares ("“Share Certificates"”) or timely confirmation (a “Book-Entry Confirmation”) of a the book-entry transfer of such the Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "“Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), ”) pursuant to the procedures set forth in Section 33 — “Procedures for Accepting the Offer and Tendering Shares”; (iib) the appropriate Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed, with any required signature guarantees, guarantees or an Agent's ’s Message (as defined below) in connection with a book-entry transfer; and (iiic) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3requires.

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 set forth in Section 15 — “Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted and pay for Shares validly tendered prior to the Expiration Date (and not withdrawn) promptly after the Expiration Date. If we commence a Subsequent Offering Period in connection with the Offer, purchase we will immediately accept for payment and promptly pay for all additional Shares validly tendered and not properly withdrawn on or prior to the Expiration Date. In additionduring such Subsequent Offering Period, subject to applicable rules and in compliance with the requirements of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period Rule 14d-11(e) under the HSR Act and similar German laws shall have expired or been terminated prior Exchange Act. Subject to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information , we expressly reserve the right to delay acceptance for payment of Shares or delay payment for any Share regardless of whether such Shares were theretofore accepted for payment in order to comply in whole or in part with respect to approvals required to be obtained prior to the consummation of the Offerany applicable law, including including, without limitation, the HSR Act and similar German any other applicable laws regulating antitrust, competition or merger control laws, see if applicable. See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "“Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), ”) pursuant to the procedures set forth in Section 3; 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase all and promptly pay for Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to after the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period Rule 14d-11(e) under the HSR Act and similar German laws shall have expired or been terminated prior Exchange Act. Subject to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information , we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with respect to approvals required to be obtained prior to the consummation of the Offerany applicable law, including including, without limitation, the HSR Act and similar German any other applicable foreign antitrust, competition or merger control laws, see . See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 3; 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment andpayment, as soon as permitted after the Expiration Dateand will pay for, purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date. Date promptly after the later of (a) the Expiration Date and (b) the satisfaction or waiver of the conditions to the Offer set forth in Section 13—“Conditions of the Offer.” In addition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the CommissionSEC, Purchaser expressly reserves we reserve the right to delay acceptance for payment of of, or payment for Shares until for, Shares, pending receipt of any applicable waiting period under the HSR Act and similar German laws shall have expired regulatory or been terminated prior to the Expiration Date. Any such delays will be effected governmental approvals specified in compliance with Rule 14e-1(c) under the Exchange Act. Section 15—“Certain Legal Matters.” For information with respect to approvals that we are or may be required to be obtained obtain prior to the consummation completion of the Offer, including the HSR Act and similar German laws, see Section 15. 15—“Certain Legal Matters.” In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ia) certificates for representing such Shares ("Share Certificates") or timely confirmation of a the book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 3; 3—“Procedures for Tendering Shares,” (iib) the a Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees (or, or an Agent's Message (as defined below) in connection with 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 (iiic) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted See Section 3—“Procedures for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of Purchaser and subject to Rule 14e-1(c) under the Exchange Act, retain tendered Tendering 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 or amended, the terms and conditions of any such extension or amendment), Purchaser we will accept for payment andpayment, as soon as permitted after the Expiration Dateand will pay for, purchase all Shares validly tendered and not properly withdrawn on or prior to at the Expiration Date promptly after the Expiration Date. In addition, subject to the applicable rules of the CommissionSEC and the terms and conditions of the Merger Agreement, Purchaser expressly reserves we reserve the right to delay acceptance for payment of of, or payment for Shares until for, Shares, pending receipt of any applicable waiting period under the HSR Act regulatory or governmental approvals specified in Section 16—"Certain Regulatory and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. Legal Matters." For information with respect to approvals that we are or may be required to be obtained obtain prior to the consummation completion of the Offer, including the HSR Act and similar German laws, see Section 15. 16—"Certain Regulatory and Legal Matters." In all casescases (including during any subsequent offering period), payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for representing such Shares ("Share Certificates") or timely confirmation of a the book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the DTC"Book-Entry Transfer Facilities"), ) pursuant to the procedures set forth in Section 3; 3—"Procedures for Tendering Shares," (ii) the a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, ) with any all required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal, and (iii) any other documents required by the Letter of Transmittal. The term "Agent's MessageSee Section 3—"Procedures for Tendering Shares." means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser we will be deemed to have accepted for payment (and thereby purchased) purchased Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as if and when Purchaser gives we give oral or written notice to the Depositary of Purchaser's our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares 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 stockholders for the purpose purposes of receiving payments from Purchaser us and transmitting such payments to Stockholders whose Shares have been accepted the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for payment. Upon the deposit Shares, regardless of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason any extension of the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay Offer or any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided delay in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason reason, or if Share Certificates certificates are submitted for more Shares than are tendered, Share Certificates evidencing certificates for such unpurchased or untendered Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering Stockholder stockholder (or, in the case of Shares 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, 3—"Procedures for Tendering Shares," such Shares will be credited to the appropriate Stockholder's an account maintained at such Book-Entry Transfer Facilitywith DTC) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. Parent reserves If, prior to the Expiration Date, we increase the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all 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 designate another transfer or assign in whole or in part, from time to time, to one or more direct subsidiary or indirect wholly-owned subsidiaries of Parent in lieu HP, the right to purchase all or any portion of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in Shares tendered pursuant to the Offer, but Parent shall remain responsible for any such transfer or assignment will not relieve Purchaser of its obligations under the performance of such bidder Offer and will in no way prejudice the rights of tendering Stockholders 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 Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15—“Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase all and promptly pay for Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to after the Expiration Date. In addition, subject Subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information , we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with respect to approvals required to be obtained prior to the consummation of the Offerany applicable law, including including, without limitation, the HSR Act and similar German any other applicable foreign antitrust, competition or merger control laws, see . See Section 15. 16—“Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) (A) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely (B) confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 3; 3—“Procedures for Accepting the Offer and Tendering Shares” (provided that if such Shares are direct registration Shares (“DRS Shares”), neither (A) nor (B) will be required, as provided in the Letter of Transmittal), (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfer; , an Agent’s Message (as described below) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 or amended, the terms and conditions of any such extension the Offer as so extended or amendmentamended), Purchaser will accept purchase, by accepting for payment andpayment, and will pay for, all Shares validly tendered prior to the Expiration Date (and not properly withdrawn in accordance with "--Withdrawal Rights") as soon promptly as permitted practicable after the Expiration Date, purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date. In addition, subject Subject to applicable rules of the CommissionCommission and the terms of the Merger Agreement, Purchaser expressly reserves the right right, in its discretion, to delay acceptance for payment of of, or payment for for, Shares until in order to comply, in whole or in part, with any applicable waiting period under law. See "--Terms of the HSR Act Offer," and similar German laws shall have expired "--Certain Legal Matters; Regulatory Approvals." The reservation by Purchaser of the right to delay the acceptance or been terminated prior purchase of, or payment for, the Shares is subject to the Expiration Date. Any such delays will be effected in compliance with provisions of Rule 14e-1(c) under the Exchange Act. For information with respect , which requires the Purchaser to approvals required pay the consideration offered or to be obtained prior to return the consummation Shares deposited by, or on behalf of, stockholders, promptly after the termination or withdrawal of the Offer, including the HSR Act and similar German laws, see Section 15. In all cases, payment for Shares tendered and accepted for payment purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares (the "Share Certificates") or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") of such Shares into the Depositary's account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures set forth in Section 3; "--Procedures for Tendering Shares", (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, executed with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry transfer; transfer and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of included with the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon under the terms and subject to the conditions thereof and of the Offer, payment for Shares accepted for payment 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 payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Purchase.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 – “Conditions of the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase and pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration DateOffer promptly. In additionIf 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 applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with the requirements of Rule 14e-1(c14d-11(e) under the Exchange Act. For information Subject to compliance with respect Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, we expressly reserve the right to approvals required delay payment for Shares in order to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see comply in whole or in part with any applicable law or regulation. See Section 15. 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each “DTC”) (such a "confirmation, a “Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), Confirmation”) pursuant to the procedures set forth in Section 3; 3 – “Procedures for Tendering Shares,” and (ii) the Letter of Transmittal (or a manually signed 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 (iii) guarantees any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by Transmittal or, in the Depositary and forming a part case of a Bookbook-Entry Confirmationentry transfer, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant Agent’s Message (as defined below) in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms lieu of the Letter of Transmittal and that Purchaser such other documents. Accordingly, tendering stockholders may enforce such agreement against such participant. 4 7 For purposes of be paid at different times depending upon when the Offer, Purchaser will be deemed to have accepted for payment (Share Certificates and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant Confirmations and Agent’s Message, in each case, with respect to Shares are actually received by the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of to the Offer set forth in Section 15—“Conditions to the Offer” (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser we will accept for payment and, as soon as permitted after the Expiration Date, purchase and pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Offer as soon as practicable after the Expiration Date. In addition, subject Subject to the terms and conditions of the Merger Agreement and any applicable rules and regulations of the CommissionSEC, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with including Rule 14e-1(c) under the Exchange Act, we expressly reserve the right, in our sole discretion and subject to applicable law, to delay the acceptance for payment or payment for Shares until all conditions to the Offer have been satisfied or waived. For information with respect to approvals that we are or may be required to be obtained obtain prior to the consummation of the Offer, including under the HSR Act and similar German lawsAct, see Section 15. 16—“Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 33—“Procedures for Accepting the Offer and Tendering Shares”; (ii) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, executed Letter of Transmittal with any all required signature guaranteesguarantees or, or an Agent's Message (as defined below) in connection with the case of a book-entry transfer; transfer of Shares, an Agent’s Message in lieu of such Letter Table of Contents of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and their Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 or amended, the terms and conditions of any such extension or amendment), ) and provided that the Offer has not been terminated as described in Section 1—"Terms of the Offer," Purchaser will irrevocably accept for payment and, as soon as permitted after the Expiration Date, purchase and promptly pay for all Shares validly tendered and not properly withdrawn on or prior to the Offer Expiration Date. In additionTime and not validly withdrawn in accordance with Section 4—"Withdrawal Rights." For a description of our rights and obligations to extend or terminate the Offer and not irrevocably accept for purchase or pay for Shares, subject to applicable rules of the Commission, Purchaser expressly reserves the right or to delay acceptance for payment of of, or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation for, Shares, see Section 1—"Terms of the Offer, including the HSR Act and similar German laws, see Section 15. ." In all cases, payment for Shares tendered and irrevocably accepted for payment pursuant to purchase in the Offer will be made only after timely receipt by the Depositary of (i) of: • the certificates for such Shares ("Share Certificates") or timely confirmation of the Shares, together with a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures set forth in Section 3; (ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executedexecuted (or a manually executed facsimile thereof), 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," either a Letter of Transmittal, properly completed and duly executed (or manually executed facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined below) described in connection with a book-entry transferSection 3—"Procedure for Tendering Shares"; and (iii) • any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have irrevocably accepted for payment (purchase, and thereby purchased) , Shares validly properly tendered to Purchaser and not properly validly withdrawn as of the Expiration Dateas, if, as if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such the Shares pursuant to in the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares irrevocably accepted for payment pursuant to purchase in the Offer will be made by deposit of the purchase price Offer Price therefor with the Table of Contents Depositary, which will act as agent for tendering Stockholders stockholders for the purpose of receiving payments payment from Purchaser and transmitting such payments payment to Stockholders whose Shares have been accepted for paymenttendering stockholders. Upon Under no circumstances will interest be paid on the deposit of funds with the Depositary Offer Price to be paid by Purchaser for the purpose Shares, regardless of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason any extension of the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay Offer or any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided delay in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4making payment. If any tendered Shares are not irrevocably accepted for payment purchase for any reason or if Share Certificates are submitted for more Shares than are tenderedreason, Share Certificates evidencing certificates representing unpurchased or untendered Shares will be returned returned, without expense expense, to the tendering Stockholder stockholder (or, in the case of Shares tendered delivered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant DTC (as defined below), according to the procedures set forth in Section 3, such 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 the appropriate Stockholder's an account maintained at such Book-Entry Transfer Facility) as DTC), promptly as practicable following after the expiration, expiration or termination or withdrawal of the Offer. Parent reserves the right If Purchaser is delayed in its acceptance for payment of, or payment for, Shares or is unable to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) irrevocably accept for purchase or pay for Shares in the Offer, then, without prejudice to Purchaser's rights under the Offer (but Parent shall remain responsible for subject to compliance with Rule 14e-1(c) under the performance Exchange Act), the Depositary may, nevertheless, on behalf of such bidder Purchaser, retain tendered Shares, and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant may not be withdrawn except to the Offer. 3extent tendering stockholders are entitled to do so as described in Section 4—"Withdrawal Rights." See Section 15—"Certain Legal Matters."

Acceptance for Payment and Payment for Shares. Upon ​ Subject to the terms and subject to the conditions of the Offer and the Merger Agreement, and to the satisfaction or waiver (including, if to the extent permitted under the Merger Agreement) by Purchaser of the Offer is extended or amended, Conditions set forth in Section 15 — “Conditions of the terms and conditions Offer” as of any such extension or amendment)scheduled Expiration Date, Purchaser will accept for payment andwill, as soon as permitted promptly after the Expiration Date, accept for purchase and pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration DateOffer, as promptly as practicable (and in any event within two (2) business days) after the Offer Acceptance Time. In addition, subject Subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each “DTC”) (such a "confirmation, a “Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), Confirmation”) pursuant to the procedures set forth in Section 3; (ii3 — “Procedures for Accepting the Offer and Tendering Shares,” ​(ii) the Letter of Transmittal (or a facsimile thereof)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; guarantees and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by Transmittal or, in the Depositary and forming a part case of a Bookbook-Entry Confirmationentry transfer, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant Agent’s Message (as described below) in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms lieu of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3other documents.

Acceptance for Payment and Payment for Shares. Upon the terms and subject ​ Subject to the satisfaction or waiver (to the extent waiver is permitted under applicable law) of all the conditions to the Offer set forth in Section 15 — “Conditions of the Offer (includingOffer,” we will, if prior to 9:00 a.m., New York City time, on the business day immediately after the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will Expiration Time irrevocably accept for payment and, as soon as permitted after the Expiration Date, purchase all Shares validly tendered (and not properly withdrawn on or prior withdrawn) pursuant to the Expiration Date. In additionOffer and, subject to applicable rules of promptly after the CommissionAcceptance Time (and in any event within three business days), Purchaser expressly reserves the right to delay acceptance pay for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see Section 15Shares. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for representing such Shares ("Share Certificates") or timely confirmation of a the book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 3; (ii3 — “Procedures for Tendering Shares,” ​(ii) the a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guaranteesguarantees (or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal) or Electronic Instructions (as defined below), and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received , the Offer Website (as defined below) (in the case where Electronic Instructions are provided) or any other customary documents required by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participantDepositary. 4 7 See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as if and when Purchaser gives oral or written notice to the Depositary of Purchaser's its acceptance for payment of such Shares pursuant to the Offer, then Purchaser has accepted for payment and TABLE OF CONTENTS​ thereby purchased Shares validly tendered and not properly withdrawn pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 stockholders for the purpose purposes of receiving payments from Purchaser us and transmitting such payments to Stockholders whose Shares have been accepted the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for payment. Upon the deposit Shares, regardless of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason any extension of the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay Offer or any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided delay in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason reason, or if Share Certificates certificates are submitted for more Shares than are tendered, Share Certificates evidencing certificates for such unpurchased or untendered Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering Stockholder stockholder (or, in the case of Shares 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, 3 — “Procedures for Tendering Shares,” such Shares will be credited to the appropriate Stockholder's an account maintained at such Book-Entry Transfer Facilitywith DTC) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 or amended, the terms and conditions of any such extension or amendment), Purchaser the Offeror will accept for payment and, as soon as permitted after the Expiration Date, purchase and will pay for all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date. In addition, Date and not theretofore withdrawn in accordance with Section 4 promptly after the later to occur of (i) the Expiration Date and (ii) subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to , the consummation satisfaction or waiver of the Offerconditions set forth in Section 15 herein. Subject to compliance with Rule 14e-1(c) under the Exchange Act, including the HSR Act Offeror expressly reserves the right to delay payment for Shares in order to comply in whole or in part with any applicable law. See Sections 1, 16 and similar German laws, see Section 1518 herein. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for such Shares ("Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), pursuant to the procedures set forth in Section 3; , (ii) the a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, ) with any all required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's Message (as defined below) in connection with a book-entry transfer; and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to to, and received by by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment acknowledgement from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser the Offeror may enforce such agreement against such the participant. 4 7 For purposes of the Offer, Purchaser the Offeror will be deemed to have accepted for payment (payment, and thereby purchased) , Shares validly tendered and not properly withdrawn as of the Expiration Dateas, if, as if and when Purchaser the Offeror gives oral or written notice to the Depositary of Purchaserthe Offeror's acceptance for payment of such Shares pursuant to the Offerfor payment. Upon the terms and subject to the conditions of the OfferIn all cases, payment for Shares accepted for payment 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 shareholders for the purpose of receiving payments payment from Purchaser the Offeror and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments payment to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENTshareholders. If, for any reason whatsoever, acceptance for payment of or payment for any Shares validly tendered pursuant to the Offer is delayed delayed, or Purchaser the Offeror is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then then, without prejudice to Purchaserthe Offeror's rights set forth hereinunder Section 1, the Depositary may may, nevertheless, on behalf of Purchaser and subject to Rule 14e-1(c) under the Exchange ActOfferor, retain tendered 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 in Section 44 below and as otherwise required by Rule 14e-1(c) under the Exchange Act. Under no circumstances will interest be paid by the Offeror because of any delay in making such payment. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason reason, or if Share Certificates certificates are submitted for more Shares than are tendered, Share Certificates evidencing certificates for such unpurchased or untendered Shares will be returned returned, without expense to the tendering Stockholder shareholder (or, in the case of Shares tendered delivered by book-entry transfer into the Depositary's account at to a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3Facility, such Shares will be credited to the appropriate Stockholder's an account maintained at within such Book-Entry Transfer Facility) ), as promptly as practicable following after the expiration, termination or withdrawal of the Offer. Parent reserves If, prior to the right to designate another direct subsidiary of Parent in lieu of Purchaser as Expiration Date, the bidder (within Offeror increases the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment price being paid for Shares validly tendered and accepted for payment pursuant to the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased pursuant to the Offer. 4 7 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 or amended, the terms and conditions of any such extension or amendment)) and the applicable rules of the SEC, Purchaser will accept for payment andpayment, as soon as permitted after the Expiration Dateand will pay for, purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date. Date promptly after the later of (a) the Expiration Date and (b) the satisfaction or waiver of the conditions to the Offer set forth in Section 13—"Conditions of the Offer." In addition, subject to the terms and conditions of the Merger Agreement and the applicable rules of the CommissionSEC, Purchaser expressly reserves we reserve the right to delay acceptance for payment of of, or payment for Shares until for, Shares, pending receipt of any applicable waiting period under the HSR Act and similar German laws shall have expired regulatory or been terminated prior to the Expiration Date. Any such delays will be effected governmental approvals specified in compliance with Rule 14e-1(c) under the Exchange Act. Section 15—"Certain Legal Matters." For information with respect to approvals that we are or may be required to be obtained obtain prior to the consummation completion of the Offer, including the HSR Act and similar German laws, see Section 15. 15—"Certain Legal Matters." In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ia) certificates for representing such Shares ("Share Certificates") or timely confirmation of a the book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the DTC"Book-Entry Transfer Facilities"), ) pursuant to the procedures set forth in Section 3; 3—"Procedures for Tendering Shares," (iib) the a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guaranteesguarantees (or, or in the case of a book-entry transfer, an Agent's Message (as defined in Section 3 below) in connection with a book-entry transfer; lieu of the Letter of Transmittal), and (iiic) any other documents required by the Letter of Transmittal. The term "Agent's MessageSee Section 3—"Procedures for Tendering Shares." means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) purchased Shares validly tendered and not properly withdrawn as of prior to the Expiration Date, if, as Date if and when Purchaser gives oral or written notice to the Depositary of Purchaser's its acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares 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 stockholders for the purpose purposes of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for payment. Upon the deposit Shares, regardless of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason any extension of the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay Offer or any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided delay in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason reason, or if Share Certificates certificates are submitted for more Shares than are tendered, Share Certificates evidencing certificates for such unpurchased or untendered Shares will be returned (or new certificates for the Shares not tendered will be sent), without expense to the tendering Stockholder stockholder (or, in the case of Shares 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, 3—"Procedures for Tendering Shares," such Shares will be credited to the appropriate Stockholder's an account maintained at such Book-Entry Transfer Facilitywith DTC) as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. Parent If, prior to the Expiration Date, Purchaser increases the consideration offered to holders of Shares pursuant to the Offer, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration. Purchaser reserves the right, subject to the provisions of the Merger Agreement, to transfer or assign in whole or in part, from time to time, to one or more direct or indirect wholly-owned subsidiaries of DSM, the right to designate another direct subsidiary purchase all or any portion of Parent in lieu the Shares tendered pursuant to the Table of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Contents Offer, but Parent shall remain responsible for any such transfer or assignment will not relieve Purchaser of its obligations under the performance of such bidder Offer and will in no way prejudice the rights of tendering Stockholders 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 Subject to the terms of the Offer and the Merger Agreement and subject to the conditions satisfaction or waiver of all of the Offer (including, if Conditions set forth in Section 15 — “Conditions of the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase and pay for all Shares validly tendered and not properly withdrawn on or prior pursuant to the Offer as promptly as practicable after the scheduled Expiration Date. In additionTime and, subject to applicable rules in any event, not more than three business days after the Expiration Time (the date and time of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under payment, the HSR Act and similar German laws shall have expired or been terminated prior “Acceptance Time”). Subject to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, and with the Merger Agreement, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares validly tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each “DTC”) (such a "confirmation, a “Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), Confirmation”) pursuant to the procedures set forth in Section 3; 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed, with any required signature guaranteesguarantees (or, in the case of a book-entry transfer or a tender through DTC’s Automated Tender Offer Program (“ATOP”), an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal) and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely in each case prior to the Depositary for payment of amounts owed to them by reason of Expiration Time. Accordingly, tendering stockholders may be paid at different times depending upon when the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay any stock transfer taxes with respect to the transfer Share Certificates and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant Confirmations and Agent’s Message, in each case, with respect to Shares that are actually received by the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Depositary.

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 set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase all and pay for Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to after the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and pay as soon as possible for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period Rule 14d-11(e) under the HSR Act and similar German laws shall have expired or been terminated prior Exchange Act. Subject to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the 4 Table of Contents Exchange Act. For information , we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with respect to approvals required to be obtained prior to the consummation of the Offerany applicable law, including including, without limitation, the HSR Act and similar German any applicable foreign antitrust, competition or merger control laws, see . See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "“Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), ”) pursuant to the procedures set forth in Section 3; 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted and promptly after the Expiration Date, purchase all Date pay for Shares validly tendered and not properly validly withdrawn pursuant to the Offer on or prior to the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period Rule 14d-11(e) under the HSR Act and similar German laws shall have expired or been terminated prior Exchange Act. Subject to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to Act and the consummation terms of the OfferMerger Agreement, including we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act and similar German any other applicable foreign antitrust, competition or merger control laws, see . See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all casescases (including during any subsequent offering period), payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i1) except in the case of Shares held in a book-entry/direct registration account maintained by RC2’s transfer agent (a “DRS Account”) (and not through a financial institution that is a participant in the system of DTC), the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth described in Section 3; 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii2) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, together with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii3) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 or amended, the terms and conditions of any such extension or amendment)) and the satisfaction or earlier waiver of all the conditions to the Offer set forth in Section 15 (Certain Conditions of the Offer) of this Offer to Purchase, the Purchaser will accept for payment and, as soon as permitted after the Expiration Date, purchase and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn on or prior pursuant to the Expiration DateOffer as soon as it is permitted to do so under applicable law. In addition, subject to applicable rules The Purchaser will make any determination concerning the satisfaction of the Commission, Purchaser expressly reserves terms and conditions of the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior Offer. Subject to the Expiration Date. Any such delays will be effected in Merger Agreement and compliance with Rule 14e-1(c) under the Exchange Act, the Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with any applicable law. For information with respect See Section 16 (Certain Legal Matters; Regulatory Approvals) of this Offer to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see Section 15Purchase. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i1) the certificates for evidencing such Shares (the "Share Certificates") or timely confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), ) pursuant to the procedures set forth in Section 3; 3 (iiProcedures for Accepting the Offer and Tendering Shares) of this Offer to Purchase, (2) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii3) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 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 as of the Expiration Dateas, if, as if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 stockholders for the purpose of receiving payments from the Purchaser and transmitting such payments to Stockholders tendering stockholders whose Shares have been accepted for payment. Upon If the Offer is extended for a period subsequent to the Expiration Date, payment for Shares which are tendered during such period will be made by deposit of funds the purchase price for such Shares with the Depositary for the purpose promptly after receipt of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENTShares. If, for any reason whatsoever, acceptance for payment of or payment for any Shares validly 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 then, without prejudice to the Purchaser's rights set forth hereinunder Section 1 (Terms of the Offer) of this Offer to Purchase, the Depositary may may, nevertheless, on behalf of Purchaser and subject to Rule 14e-1(c) under the Exchange ActPurchaser, 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 in Section 44 (Withdrawal Rights) of this Offer to Purchase and as otherwise required by Rule 14e-1(c) under the Exchange Act. UNDER NO CIRCUMSTANCE WILL INTEREST ON THE OFFER PRICE FOR SHARES BE PAID, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted for evidencing more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned returned, without expense to the tendering Stockholder stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer Facility pursuant to the procedures procedure set forth in Section 33 (Procedures for Accepting the Offer and Tendering Shares) of this Offer to Purchase, such Shares will be credited to the appropriate Stockholder's an account maintained at such the Book-Entry Transfer Facility) ), as promptly as practicable following the expiration, expiration or termination or withdrawal of the Offer. Parent The Purchaser reserves the right to designate another direct transfer or assign, in whole or from time to time in part, to Enghouse or to any wholly owned subsidiary of Parent in lieu Enghouse, the right to purchase all or any portion of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in Shares tendered pursuant to the Offer, but Parent shall remain responsible for any such transaction or assignment will not relieve the performance Purchaser of such bidder its obligations under the Offer and will in no way prejudice the rights of tendering Stockholders stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Upon deposit with the Depositary of funds for the purpose of making payments of the Offer Price for any validly tendered Shares, the Purchaser's obligation to pay for such Shares will be satisfied and any tendering stockholders must look solely to the Depositary for payment of any amounts owed to them in respect of the Shares tendered by them.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 – “Conditions of the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase and pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration DateOffer promptly. In addition, subject Subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see See Section 15. 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each “DTC”) (such a "confirmation, a “Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), Confirmation”) pursuant to the procedures set forth in Section 3; 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed 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; guarantees and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by Transmittal or, in the Depositary and forming a part case of a Bookbook-Entry Confirmationentry transfer, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant Agent’s Message (as defined below) in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms lieu of the Letter of Transmittal and that Purchaser such other documents. Accordingly, tendering stockholders may enforce such agreement against such participant. 4 7 For purposes of be paid at different times depending upon when the Offer, Purchaser will be deemed to have accepted for payment (Share Certificates and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant Confirmations and Agent’s Message, in each case, with respect to Shares are actually received by the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Depositary.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and, as soon as permitted and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn pursuant to the Offer promptly after the Expiration Date, purchase all Shares validly tendered and not properly withdrawn on or prior . Subject to the Expiration Date. In addition, subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act Merger Agreement and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with any applicable law. For information with respect to any regulatory approvals we are required to be obtained obtain prior to the consummation completion of the Offer, including the HSR Act and similar German laws, see Section 15. 16--"Certain Legal Matters; Regulatory Approvals." In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) of: - the certificates for evidencing such Shares (the "Share Certificates") or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") of such Shares into the Depositary's account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), ) pursuant to the procedures set forth in Section 3; (ii) the 3 of this Offer to Purchase, - a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's Message (as defined belowbelow in Section 3 of this Offer to Purchase) in connection with a book-entry transfer; lieu of the Letter of Transmittal, and (iii) - any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (payment, and thereby purchased) , Shares validly tendered and not properly withdrawn as of the Expiration Dateas, if, as if and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares so accepted for payment pursuant to the Offer will be made by the deposit of the purchase price therefor Share Offer Price for those Shares with the Depositary, which will act as paying agent for tendering Stockholders shareholders for the purpose of receiving payments payment from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments payment to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENTshareholders. If, for any reason whatsoever, acceptance for payment of or payment for any Shares validly tendered pursuant to the Offer is delayed delayed, or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then then, without prejudice to Purchaser's rights set forth hereinunder Section 1 of this Offer to Purchase, the Depositary may may, nevertheless, on behalf of Purchaser and subject to Rule 14e-1(c) under the Exchange ActPurchaser, 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 in Section 44 of this Offer to Purchase, and as otherwise required by Rule 14e-1(c) under the Exchange Act. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE SHARE OFFER PRICE, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for evidencing more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned returned, without expense to the tendering Stockholder shareholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a the Book-Entry Transfer Facility pursuant to the procedures procedure set forth in Section 33 of this Offer to Purchase, such Shares will be credited to the appropriate Stockholder's an account maintained at such the Book-Entry Transfer Facility) ), as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent Purchaser reserves the right to designate another direct subsidiary transfer or assign, in whole or from time to time in part, to one or more of Parent in lieu its affiliates, the right to purchase all or any portion of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in Shares tendered pursuant to the Offer, but Parent shall remain responsible for . Any such transaction or assignment will not relieve Purchaser of its obligations under the performance of such bidder Offer and will in no way prejudice the rights of tendering Stockholders shareholders 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 Subject to the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 — “Certain Conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase all and promptly pay for Shares validly tendered and not properly validly withdrawn pursuant to the Offer on or prior to the Expiration Date. In additionIf we commence a subsequent offering period in connection with the Offer, we will immediately accept for payment and promptly pay for all additional Shares tendered during such subsequent offering period, subject to applicable rules and in compliance with the requirements of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period Rule 14d-11(e) under the HSR Act and similar German laws shall have expired or been terminated prior Exchange Act. Subject to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information , we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with respect to approvals required to be obtained prior to the consummation of the Offerany applicable law, including including, without limitation, the HSR Act and similar German laws, see or any other Competition Law. See Section 15. 16 — “Certain Legal Matters; Regulatory Approvals.” In all cases, payment including for Shares tendered and during any subsequent offering period, we will pay for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 3; 3 — “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering shareholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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, including if Purchaser extends or amends the Offer is extended or amendedOffer, the terms and conditions of any such extension the Offer as so extended or amendment)amended) and the applicable regulations of the SEC, Purchaser will accept purchase, by accepting for payment andpayment, as soon as permitted after the Expiration Dateand will pay for, purchase all Shares validly tendered and not properly withdrawn (as permitted by Section 4 — “Withdrawal Rights”) on or prior to the Expiration Date. In addition, subject to applicable rules promptly after the Expiration Date and following the satisfaction or waiver of the Commissionconditions to the Offer set forth in Section 14 — “Conditions of the Offer.” If Purchaser elects to effect a subsequent offering period, Purchaser expressly reserves the right to delay acceptance for payment of or payment will immediately accept and promptly pay for Shares until any applicable waiting period under as they are tendered during the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Actsubsequent offering period. For information with respect to approvals required to be obtained that Getinge and Purchaser must obtain prior to the consummation completion of the Offer, including under the HSR Act and similar German lawsother laws and regulations, see Section 15. 15 — “Legal Matters; Required Regulatory Approvals.” In all cases, payment Purchaser will pay for Shares tendered and accepted for payment pursuant to purchased in the Offer will be made only after timely receipt by the Depositary of (ia) certificates for such representing the Shares ("“Share Certificates"”) or timely confirmation of a the book-entry transfer of such the Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "“Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), ”) pursuant to the procedures set forth in Section 33 — “Procedures for Accepting the Offer and Tendering Shares”; (iib) the appropriate Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed, with any required signature guarantees, guarantees (or an Agent's ’s Message (as defined below) in connection with a book-entry transfer); and (iiic) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part 4 Table of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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.Contents

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or permitted waiver of all the Offer is extended or amended, Conditions set forth in Section 15 – “Certain Conditions of the terms and conditions of any such extension or amendment), Purchaser Offer,” we will accept for payment and, as soon as permitted after the Expiration Date, purchase and pay for all Shares validly tendered and not properly withdrawn on or prior pursuant to the Offer promptly after the Expiration Date. In additionIf 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 applicable rules and in compliance with the requirements of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period Rule 14d-11(e) under the HSR Act and similar German laws shall have expired or been terminated prior Exchange Act. Subject to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information , we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with respect to approvals required to be obtained prior to the consummation of the Offerany applicable law, including including, without limitation, the HSR Act and similar German laws, see Act. See Section 15. 16 – “Certain Legal Matters; Regulatory Approvals.” In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares ("the “Share Certificates"”) or timely confirmation of a book-entry transfer of such Shares (a "“Book-Entry Confirmation"”) into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 3; 3 – “Procedures for Accepting the Offer and Tendering Shares,” (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Transfer Facility Confirmations with respect to and Shares are actually received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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 Offer, the Merger Agreement and applicable law (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept purchase, by accepting for payment andpayment, as soon as permitted after the Expiration Dateand will pay for, purchase all Shares validly tendered prior to the Expiration Date (and not properly withdrawn on or prior in accordance with Section 4--"Withdrawal Rights") as promptly as practicable after the later to occur of (i) the Expiration DateDate and (ii) the satisfaction or waiver of the conditions set forth in Section 14--"Conditions of the Offer". In addition, subject Subject to applicable rules of the CommissionCommission and the terms of the Merger Agreement, the Purchaser expressly reserves the right right, in its sole discretion, to delay acceptance for payment of of, or payment for for, Shares until in order to comply, in whole or in part, with any applicable waiting period under the HSR Act and similar German laws shall have expired law or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation satisfaction or waiver of the Offer, including the HSR Act and similar German laws, see Section 15Minimum Condition. In all cases, payment for Shares tendered and accepted for payment purchased pursuant to the Offer will be made only after timely receipt by the Depositary of (ii)(A) the certificates for evidencing such Shares (the "Share Certificates") or (B) timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") of such Shares into the Depositary's account at The Depository Trust Company or DTC (the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), in each case pursuant to the procedures set forth in Section 3; --"Procedures for Tendering Shares", (ii) the Letter of Transmittal (or a facsimile copy thereof), properly completed and duly executed, executed with any required signature guarantees, or an Agent's Message (as defined belowhereinafter defined) in connection with a book-entry transfer; transfer and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of included with the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon under the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant thereof and to the this 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 payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Purchase.

Acceptance for Payment and Payment for Shares. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment)) and the satisfaction or waiver of all the conditions to the Offer set forth in Section 15 of this Offer to Purchase, the Purchaser will accept for payment and, as soon as permitted and will pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn promptly after the Expiration Date, purchase all Shares validly tendered and not properly withdrawn on or prior . Subject to the Expiration Date. In addition, subject to applicable rules terms of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act Merger Agreement and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) under the Exchange Act. For information , the Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with respect to approvals required to be obtained prior to the consummation of the Offerany applicable law including, including without limitation, the HSR Act and similar German lawsany applicable pre-merger notification laws or regulations of foreign jurisdictions. See Section 16 of this Offer to Purchase entitled “Certain Legal Matters”. If the Purchaser decides or is required to include a Subsequent Offering Period, see the Purchaser will accept for payment and promptly pay for all validly tendered Shares as they are received during the Subsequent Offering Period. See Section 15. 1 of this Offer to Purchase entitled “Terms of the Offer.” In all casescases (including during any Subsequent Offering Period), payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (ia) certificates for such representing the Shares ("“Share Certificates"”) or or, if applicable, timely confirmation (a “Book-Entry Confirmation”) of a the book-entry transfer of such the Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or (the Philadelphia Depository Trust Company (each a "“Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), ”) pursuant to the procedures set forth in Section 33 of this Offer to Purchase; (iib) the Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed, with any required signature guaranteesguarantees or, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below) in connection with a book-entry transfer; and (iii) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmationmay be utilized, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 For purposes of the Offerif desired, Purchaser will be deemed to have accepted for payment (and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 instead of the Letter of Transmittal, as well as ; and (c) any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 other documents that the Letter of Transmittal requires. Accordingly, tendering Stockholder is entitled to and duly exercises withdrawal rights as described in Section 4. If any tendered Shares are not accepted for payment for any reason or if stockholders may be paid at different times depending upon when Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant Confirmations with respect to Shares are actually received by the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Depositary.

Acceptance for Payment and Payment for Shares. ​ Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedamended in accordance with the terms of the Merger Agreement, the terms and conditions of any such TABLE OF CONTENTS​ extension or amendment), Purchaser will accept for payment andpayment, as soon as permitted after the Expiration Dateand will pay for, purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date. In addition, subject to applicable rules Date promptly after the later of (i) the Expiration Date and (ii) the satisfaction or waiver of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected Offer Conditions set forth in compliance with Rule 14e-1(c) under the Exchange Act. For information with respect to approvals required to be obtained prior to the consummation Section 13 — “Conditions of the Offer, including the HSR Act and similar German laws, see Section 15. .” In all cases, payment for any Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) certificates for representing such Shares, an indication in the Letter of Transmittal of the tender of Direct Registration Book-Entry Shares ("Share Certificates"as defined in Section 3 below) or timely confirmation of a the book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's ’s account at The Depository Trust Company or the Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities"), “DTC”) pursuant to the procedures set forth in Section 3; 3 — “Procedures for Tendering Shares,” (ii) the a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guaranteesguarantees (or, or an Agent's Message (as defined below) in connection with 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 (iiic) any other documents required by the Letter of Transmittal. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against such participant. 4 7 See Section 3 — “Procedures for Tendering Shares.” For purposes of the Offer, Purchaser will be deemed to have accepted for payment (and thereby purchased) purchased Shares validly tendered and not properly withdrawn as of prior to the Expiration Date, if, as Date if and when Purchaser gives oral or written notice to the Depositary of Purchaser's its acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment Payment for Shares 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 stockholders for the purpose purposes of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted the tendering stockholders. Under no circumstances will interest be paid on the Offer Price for payment. Upon the deposit Shares, regardless of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall be satisfied, and tendering Stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason any extension of the acceptance for payment of Shares pursuant to the Offer. Purchaser will pay Offer or any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided delay in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason or reason, including if Share Certificates certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered such Shares will be returned 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 stockholder promptly following expiration or termination of the Offer. In the case of Shares 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, 3 — “Procedures for Tendering Shares,” such Shares will be credited to the appropriate Stockholder's an account maintained at such Book-Entry Transfer Facility) as promptly as practicable following by DTC. If, prior to the expirationExpiration Date, termination or withdrawal Purchaser shall increase the consideration offered to holders of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will 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, such increased consideration will be paid to holders of all Shares that are purchased pursuant to the Offer, whether or not such Shares were tendered prior to such increase in consideration.

Acceptance for Payment and Payment for Shares. Upon Subject to the terms and subject to the conditions of the Offer (including, if and the Merger Agreement and the satisfaction or waiver of the Offer is extended or amended, Conditions set forth in Section 15 — "Conditions of the terms and conditions of any such extension or amendment), Purchaser Offer," we will accept for payment and, as soon as permitted after the Expiration Date, purchase and promptly pay for all Shares validly tendered and not properly validly withdrawn on or prior pursuant to the Expiration DateOffer. In addition, subject Subject to applicable rules of the Commission, Purchaser expressly reserves the right to delay acceptance for payment of or payment for Shares until any applicable waiting period under the HSR Act and similar German laws shall have expired or been terminated prior to the Expiration Date. Any such delays will be effected in compliance with Rule 14e-1(c) and Rule 14d-11(e) under the Exchange Act, as applicable, we expressly reserve the right to delay payment for Shares in order to comply in whole or in part with any applicable law or regulation. For information with respect to approvals required to be obtained prior to the consummation of the Offer, including the HSR Act and similar German laws, see See Section 15. 16 — "Certain Legal Matters; Regulatory Approvals." In all cases, payment we will pay for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (i) the certificates for evidencing such Shares (the "Share Certificates") or timely confirmation of a book-entry transfer of such Shares (a "Book-Entry Confirmation") into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company (each "DTC") (such a confirmation, a "Book-Entry Transfer Facility" and, collectively, the Confirmation"Book-Entry Transfer Facilities"), ) pursuant to the procedures set forth in Section 3; 3 — "Procedures for Tendering Shares," (ii) the Letter of Transmittal (or a manually signed 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; guarantees and (iii) any other documents required by the Letter of Transmittal. The term "Transmittal or, in the case of a book-entry transfer, an Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to and received by the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant Message (as defined below) in such Book-Entry Transfer Facility tendering Shares that such participant has received and agrees to be bound by the terms lieu of the Letter of Transmittal and that Purchaser such other documents. Accordingly, tendering stockholders may enforce such agreement against such participant. 4 7 For purposes of be paid at different times depending upon when the Offer, Purchaser will be deemed to have accepted for payment (Share Certificates and thereby purchased) Shares validly tendered and not properly withdrawn as of the Expiration Date, if, as and when Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares 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 for the purpose of receiving payments from Purchaser and transmitting such payments to Stockholders whose Shares have been accepted for payment. Upon the deposit of funds with the Depositary for the purpose of making payments to tendering Stockholders, Purchaser's obligation to make such payment shall 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. Purchaser will pay any stock transfer taxes with respect to the transfer and sale to it or its order pursuant to the Offer, except as otherwise provided in Instruction 6 of the Letter of Transmittal, as well as any expenses of the Dealer Manager, the Depositary and the Information Agent incurred in connection with the Offer. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PER SHARE AMOUNT BE PAID BY PURCHASER, 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 validly tendered pursuant to the Offer is delayed or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then without prejudice to Purchaser's rights set forth herein, the Depositary may nevertheless, on behalf of 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 in Section 4. If any tendered Shares are not accepted for payment for any reason or if Share Certificates are submitted for more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned without expense to the tendering Stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility pursuant Confirmations and Agent's Message, in each case, with respect to Shares are actually received by the procedures set forth in Section 3, such Shares will be credited to the appropriate Stockholder's account maintained at such Book-Entry Transfer Facility) as promptly as practicable following the expiration, termination or withdrawal of the Offer. Parent reserves the right to designate another direct subsidiary of Parent in lieu of Purchaser as the bidder (within the meaning of Rule 14d-1(c)) in the Offer, but Parent shall remain responsible for the performance of such bidder and will in no way prejudice the rights of tendering Stockholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. 3Depositary.