Common use of Expiration and Extension of the Offer Clause in Contracts

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date and time or such subsequent date and time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional extension period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (ii) subject to Purchaser’s right to terminate the Offer and pursue the Merger in connection with an Offer Termination pursuant to Section 1.1(d), (A) if, as of the then-scheduled Expiration Date, any Offer Condition (other than (x) the Offer Condition set forth in clause (f) of Annex I and (y) the Minimum Condition) is not satisfied and has not been waived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, upon the Company’s written request, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for successive extension periods of ten (10) business days per extension, to permit such Offer Condition to be satisfied, (B) if, as of the then-scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions (other than the Offer Condition set forth in clause (f) of Annex I) have been satisfied or waived, at the written request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on up to two (2) occasions for an additional period of up to ten (10) business days per extension, to permit the Minimum Condition to be satisfied and (C) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; provided that, in each case, the extensions contemplated by this Section 1.1(c) shall be subject to Purchaser’s right to terminate the Offer and pursue the Merger in connection with an Offer Termination pursuant to Section 1.1(d). Except (i) as provided in Section 1.1(d), (ii) in the event that this Agreement is terminated pursuant to Section 8 or (iii) if Purchaser is not obligated to extend the Offer as provided in this Section 1.1(c), Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on the 20th business day following date that is the Offer Commencement Date, determined as set forth later of (1) thirty Business Days after the date of this Agreement and (2) twenty Business Days (calculated in accordance with Rule 14d-1(g)(3) and under the Exchange Act) after the date the Offer is first commenced within the meaning of Rule 14e-1(a) 14d-2 under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date initial expiration date, or such any subsequent date to which the expiration of the Offer is extended in accordance with the terms of pursuant to this Agreement, the “Expiration Date”). Subject to Notwithstanding the Parties’ respective termination rights under first sentence of this Section 8.1: 2.1(e), (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Merger Sub shall extend the Offer from time to time for: (A) for any period required by any Legal RequirementLaw or Order, or any interpretation rule or position regulation of the SEC, the staff thereof or Nasdaq NASDAQ that is applicable to the Offer; and , (Bii) if all of the Offer Conditions are not satisfied or waived (if permitted hereunder) as of any then scheduled Expiration Date of the Offer, Merger Sub may and, if requested in writing by the Company, Merger Sub shall, extend the Offer for successive extension periods of up to ten business days per extension, Business Days each (or such longer period as the parties may agree) until the Regulatory Condition has been satisfied; Offer Conditions are satisfied or waived, and (iii) ifif upon the acceptance of, and payment for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as of the any then scheduled Expiration Date, any Offer Condition is Parent and Merger Sub collectively would not satisfied and has not been waivedbeneficially own at least 90% of the shares of Company Common Stock, Purchaser shallthen Merger Sub may, at without the request consent of the Company, extend the Offer on one or more occasions for an additional period successive extension periods of up to ten business days per extension, to permit Business Days each (or such Offer Condition to be satisfiedlonger period as the parties may agree); provided, however, that in no event the foregoing clauses (i), (ii) or (iii) of this Section 2.1(e) shall Purchaser: not (1x) be required deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to Article X, (y) require the extension of the Offer if such extension is prohibited by any Law or Order or any rule or regulation of the SEC or the NASDAQ, in any such case which is applicable to the Offer or (z) require Merger Sub to extend the Offer beyond the earlier Outside Date or at any time Merger Sub or Parent is then permitted to occur of (the “Extension Deadline”) (x) the valid termination of terminate this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; pursuant to Article X. Neither Parent nor Merger Sub shall terminate or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate withdraw the Offer prior to any the then scheduled Expiration Date without the prior written consent expiration of the Company except Offer unless this Agreement is terminated in accordance with Article X, in which case Merger Sub shall (and Parent shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event that more than one Business Day) after such termination of this Agreement. Notwithstanding anything to the contrary in this Section 2.1(e), if this Agreement is terminated pursuant to Section 10.1, then Merger Sub shall promptly (and, in any event, within two Business Days of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.110.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof to the extent required by the terms of the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled Subject to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the twentieth (20th) Business Day (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Time”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(c), or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Time, or, to the extent applicable, such later time and date to which the Offer has been extended, the “Expiration Time”). Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or NASDAQ applicable to the Offer (including in order to comply with Rule 14e-1(a14e-1(b) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration respect of any change in the Offer is extended Price). Notwithstanding anything to the contrary contained in accordance with the terms of this Agreement, the “Expiration Date”). Subject but subject to the Partiesparties’ respective termination rights under Section 8.1: (i) ifArticle 7, if as of the any scheduled Expiration DateTime, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, Purchaser may, in its sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period occasions in consecutive increments of up to ten business days per extension, to permit (10) Business Days each (or such Offer Condition to be satisfied; (ii) Purchaser shall extend longer period as the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extensionparties hereto may agree in writing), until the Regulatory Condition has been satisfied; and (iii) if, such time as of the scheduled Expiration Date, any all Offer Condition is not Conditions are satisfied and has not been or waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event however, that, without the Company’s written consent, Purchaser shall Purchaser: (1) be required to not extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) Outside Date and the valid termination of this Agreement in accordance with Section 8.1 7.1. If, (A) as of any scheduled Expiration Time, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived by Parent or Purchaser or (yB) as of any scheduled Expiration Time, all Offer Conditions (exclusive of the first business day immediately following the End Date; Minimum Condition) have been satisfied or waived by Parent or Purchaser, then on every occasion under clause (A) and on not more than two (2) occasions under clause (B), in each case at the request of the Company, Purchaser shall extend the Offer for an additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree in writing) to permit such Offer Condition(s) to be permitted satisfied; provided, however, that, without the Company’s prior written consent, Purchaser shall not extend the Offer, and without Purchaser’s prior written consent, Purchaser shall not be required to extend the Offer Offer, in each case beyond the Extension Deadline without the prior written consent earlier of the Company. Purchaser shall not terminate Outside Date and the Offer prior to any scheduled Expiration Date without the prior written consent termination of the Company except in the event that this Agreement is terminated in accordance with Section 8.17.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is 20 business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has not been waived) Purchaser shall, and Parent shall cause Purchaser may, in its discretion (and without the consent of the Company or any other Person)to, extend the Offer on one or more occasions, for an additional period periods of up to ten 10 business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; “Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the 20th business day date that is the twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for: for (A) any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; Offer and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any each Offer Condition is not (other than the Minimum Condition and other than any such conditions that by their nature are to be satisfied at the expiration of the Offer) has been satisfied or waived and the Minimum Condition has not been waived, Purchaser shallsatisfied, at the request of the Company, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or more occasions for an additional ten (10) Business Day period of up to ten business days per extension, to permit such Offer the Minimum Condition to be satisfied; provided, that however, in no event shall Purchaser: Purchaser or Parent be required to (and Parent shall not be required to cause Purchaser to) extend the expiration of the Offer pursuant to this clause (iii) for more than twenty (20) Business Days in the aggregate; provided, further, in no event shall Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) of: (x) the valid termination of this Agreement in accordance compliance with Section 8.1 Article 9 and (y) the first business day (1st) Business Day immediately following the End Date; Date (the earlier of clauses (x) and (y), the “Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Article 9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such initial expiration date or such subsequent date to which the expiration of the Offer is extended in accordance with shall be 12:00 midnight (New York City time) on the terms twentieth (20th) Business Day following the commencement of this Agreement, the “Expiration Date”Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the Partiesparties’ respective termination rights under Section 8.1: to terminate this Agreement pursuant to Article VII and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition), Merger Sub shall (and Parent shall cause Merger Sub to) (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any minimum period required by any Legal Requirementrule, any regulation, interpretation or position of the SEC, SEC or the staff thereof or Nasdaq applicable to the Offer; and , (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Dateto expire, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extensionfive (5) Business Days each (or such longer period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived and (iii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled to permit such expire, each Offer Condition has been satisfied or waived and the Bank Marketing Period did not end on or prior to the immediately preceding Business Day, extend the Offer for one or more periods of up to five (5) Business Days each (the length of such period to be satisfieddetermined by Parent) until such time as the Bank Marketing Period shall have ended; provided, however, that (1) in no event shall Purchaser: (1) Merger Sub be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) Outside Date or the valid termination of this Agreement in accordance with Section 8.1 Article VII and (y) the first business day immediately following the End Date; or (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived and the Bank Marketing Period shall have ended, Merger Sub shall in such situation be permitted required to extend the Offer beyond in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the Extension Deadline without aggregate (or such other period as the prior written consent of the Companyparties hereto may agree). Purchaser shall The Offer may not terminate the Offer be terminated prior to any scheduled Expiration Date without the prior written consent of the Company except its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(c)) unless this Agreement is validly terminated in accordance with Article VII. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in accordance with Section 8.1any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, 9:00 a.m. (New York City time) on the 20th twenty-first (21st) business day following (and including the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3day of) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration commencement of the Offer is extended in accordance (determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer Expiration Time at any time with the terms Company’s written consent. Merger Sub may, without the Company’s consent, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of this Agreement, the “Expiration Date”). Subject SEC or the staff thereof or Nasdaq applicable to the Parties’ respective termination rights under Section 8.1: Offer (iincluding in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price); or (ii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as the parties hereto may agree), until such time as all Offer Conditions are satified or waived; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement. If, (A) as of any Offer Expiration Time, any Offer Condition (other than the Minimum Tender Condition) is not satisfied and has not been waived by Merger Sub in its sole discretion or (B) as of any Offer Expiration Time, all Offer Conditions have been satisfied or waived by Merger Sub in its sole discretion other than the Minimum Tender Condition, then on every occasion under clause (A) and on not more than two (2) occasions under clause (B), in each case at the request of the Company, Merger Sub shall extend the Offer for an additional period of up to ten business days per extension, (10) Business Days (or such longer or shorter period as the parties hereto may agree) to permit such Offer Condition Condition(s) to be satisfied; provided, that in no event however, that, without the Company’s written consent, Merger Sub shall Purchaser: (1) not extend the Offer, and without Merger Sub’s prior written consent, Merger Sub shall not be required to extend the Offer Offer, in each case beyond the earlier to occur of (the “Extension Deadline”) (x) End Date and the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Agreement.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten fifteen (15) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition other than the Minimum Condition or the Termination Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, extension to permit such Offer Condition to be satisfied; provided, however, that Purchaser shall be required to extend the Offer pursuant to this clause (iii) only if such condition or conditions are capable of being satisfied on or before the End Date; and (iv) if, as of the scheduled Expiration Date, all of the Offer Conditions have been satisfied or waived (if permitted hereunder), except that the Minimum Condition has not been satisfied, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension to permit such Offer Condition to be satisfied, it being understood and agreed that Purchaser shall not be required to extend the Offer pursuant to this clause (iv) on more than three (3) occasions that provide, in the aggregate, for an additional period of at least thirty (30) business days to permit such Offer Condition to be satisfied pursuant to this clause (iv), but may, in its sole and absolute discretion, elect to do so; provided, however, that, in the case of each of clauses (i) – (iv) above, in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time (the “Offer Expiration Time”), on the 20th business day date that is twenty (20) Business Days following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and pursuant to Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extensionextension (the length of such period to be determined by Purchaser), to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq the New York Stock Exchange applicable to the OfferOffer (including in order to comply with Rule 14e-1(b) promulgated under the Exchange Act in respect of any change in the Offer Price); and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act or any foreign Antitrust Law in a jurisdiction identified in Part 6.2(c) of the Company Disclosure Schedule shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten business days (10) Business Days per extensionextension (the length of such period to be determined by Purchaser), to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day Business Day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with pursuant to Section 8.18.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, p.m. (New York City time) on the 20th twentieth business day following the Offer Commencement Date, determined (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (such date initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding the foregoing, unless this Agreement has been terminated in accordance with Article VII (and subject to the Parties’ Company’s and Parent’s respective termination rights under Section 8.1: to terminate this Agreement in accordance with Article VII), (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), Merger Sub shall extend the Offer and the Expiration Date for any period required by the Securities Laws, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of NASDAQ applicable to the Offer or as may be required by any other Governmental Authority, and (ii) if at any scheduled Expiration Date the Tender Offer Conditions shall not have been satisfied or earlier waived by Parent or Merger Sub, Merger Sub shall (and shall be permitted to) extend the Offer and the Expiration Date on one or more occasions, for an additional period of in consecutive increments, up to ten business days per extension, (10) Business Days each after such previously scheduled Expiration Date (or such longer period as Parent and the Company may agree) to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Tender Offer Condition to be satisfied; provided, that if, as of the then-scheduled Expiration Date, the sole unsatisfied Tender Offer Condition (other than those conditions that by their nature are to be satisfied at the Acceptance Time and the condition with respect to the delivery of certificates referenced in paragraph (5) of Exhibit A) is the Minimum Condition, Merger Sub shall only be required (but shall have the right in its sole discretion) to extend the Offer and the Expiration Date for a single period equal to the shorter of (A) twenty (20) Business Days and (B) the number of Business Days remaining prior to the Outside Date; provided, further, that Merger Sub shall in no event shall Purchaser: (1) be required to extend the Offer beyond and the Expiration Date to a date later than the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 to Article VII and (y) the first business day immediately following the End Outside Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m.12:01 a.m., Eastern Time, on the 20th twenty-first (21st) business day following the Offer Commencement Date, (for this purpose determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the date of commencement of the Offer (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any the minimum period required by any Legal RequirementLaw, any interpretation or position of the SECSEC or its staff or NASDAQ or its staff, the staff thereof or Nasdaq in each case, applicable to the Offer; and (B) periods of up to ten fifteen (15) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under, if applicable, foreign Antitrust Laws shall have expired or been satisfiedterminated, and all consents, approvals or clearances under foreign Antitrust Laws shall have been obtained, in those jurisdictions identified in Schedule 6.2(b); and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions occasion for an additional period of up to ten (10) business days per extensiondays, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., p.m. Eastern Time, Time on the 20th business day twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” such date or such subsequent date and time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.17.01: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), shall extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall extend the Offer from time to time for: (A) for any period required by any Legal RequirementLaw, any interpretation rule or position regulation of the SEC, the staff thereof SEC or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 7.01 and (y) the first business day immediately following the End Outside Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with pursuant to Section 8.17.01.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, on the 20th date that is 20 business day following days after the commencement of the Offer Commencement Date, (determined as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (such date time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time” and such date, or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Merger Sub may at any time extend the Offer for any period agreed by Parent and the Company. If on or prior to any then scheduled Expiration Date any of the Offer Conditions have not been satisfied or, to the Parties’ respective extent waivable by Parent or Merger Sub pursuant to this Agreement and Applicable Law, waived by Parent or Merger Sub, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of five Business Days each, in order to permit the satisfaction of such conditions; provided, however, that if the sole then unsatisfied condition is the Minimum Tender Condition, Merger Sub shall so extend the Offer if and only if the Company shall have delivered to Merger Sub a written request that Merger Sub so extend the Offer (it being agreed that the maximum aggregate number of days that Merger Sub shall be required to extend the Offer pursuant to this proviso is 20 Business Days); provided, further, that Merger Sub shall not be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the earlier of the End Date and the termination rights under Section 8.1of this Agreement in accordance with Article VIII; and provided, further, that Merger Sub shall not (except as provided in the following sentence), without the Company’s prior written consent, extend the Offer if all conditions to the Offer have been satisfied. Merger Sub shall, upon prior written notice to the Company, extend the Offer: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirementrule, any regulation, interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ or NYSE applicable to the OfferOffer or as required by Applicable Law; and (Bii) for one or more periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) not more than five Business Days each if, as of the at any then scheduled Expiration Date, any Offer Condition is not satisfied and the Marketing Period has not been waived, Purchaser shall, at expired and the request proceeds of the CompanyFinancing in the amount of the aggregate Offer Price have not been received by Parent or Merger Sub as of such Expiration Date; provided, however, that Merger Sub shall not extend the Offer on one or more occasions for an additional period of up pursuant to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: clause (1ii) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) sentence for more than one Business Day after the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent date of expiration of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Marketing Period.

Expiration and Extension of the Offer. The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m.12:01 a.m., Eastern Time, on the 20th business day following the Offer Commencement Date, 21st Business Day (for this purpose determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the commencement date of the Offer (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder and under applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days 10 Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any the minimum period required by any Legal RequirementLaw, any interpretation or position of the SECSEC or its staff or an applicable stock exchange or its staff, the staff thereof or Nasdaq in each case, applicable to the Offer; , and (B) periods of up to ten business days 20 Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act or any applicable foreign Antitrust Laws shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten business days 10 Business Days per extension, to permit such Offer Condition to be satisfied, it being agreed that Purchaser shall not, and Parent shall not be required to cause Purchaser to, extend the Offer pursuant to this clause (iii) on more than two occasions only if all Offer Conditions other than the Minimum Condition are satisfied on the date on which the Offer is scheduled to expire, but the Minimum Condition is not satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on the later of (x) the 20th business day following the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) and (unless otherwise agreed to in writing by Parent and y) the Company) second business day following the No-Shop Period Start Date (such later date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, being the “Initial Offer Expiration Date”). Subject to , provided, however, if at the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Initial Offer Expiration Date, any Offer Condition is not satisfied and has not been or waived, Purchaser maySub shall, in its discretion and Parent shall cause Sub to, extend the Offer for ten (and without 10) business days; provided, further, that if the consent only Offer Condition not satisfied at such time is the Financing Proceeds Condition, then such Initial Offer Expiration Date may be extended, at Parent’s option, for less than ten (10) business days. Thereafter, if at any then scheduled expiration of the Company Offer, any Offer Condition is not satisfied or any other Person)waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, for an additional period in consecutive increments of up to ten five (5) business days per extension(or such longer period as the Parties may agree) each; provided, however, if the Proxy Statement Clearance Date has occurred on or prior to permit November 24, 2010, then no such Offer Condition extension shall be required after November 24, 2010; provided, further, however, if the Proxy Statement Clearance Date has not occurred on or prior to be satisfied; (ii) Purchaser November 24, 2010, then either Parent or the Company may request, and upon such request, Sub shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods in increments of up to ten five (5) business days per extension, (or such longer period as the Parties may agree) each until the Regulatory Condition Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect the Company’s right to terminate this Agreement pursuant to Section 9.01(g) in accordance with the terms thereof. ‘‘Proxy Statement Clearance Date” means the date on which the SEC has, orally or in writing, confirmed that it has been satisfied; and (iii) ifno further comments on the Proxy Statement, as including the first date following the tenth calendar day following the filing of the scheduled Expiration Date, any Offer Condition is not satisfied and preliminary Proxy Statement if the SEC has not been waivedinformed the Company that it intends to review the Proxy Statement. In addition, Purchaser Sub shall, at the request of the Companyand Parent shall cause Sub to, extend the Offer on one or more occasions for an additional the minimum period required by any rule, regulation, interpretation or position of up the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to ten business days per extension, to permit such Offer Condition to be satisfiedthe Offer; provided, however, that in no event Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier Outside Date and such extension shall be subject to occur of (the “Extension Deadline”) (x) right to terminate the valid termination of this Agreement Offer in accordance with Section 8.1 and (y1.01(f). The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as the first business day immediately following the “Offer End Date; or ” (2) be permitted to extend it being understood that under no circumstances shall the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer End Date occur prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1November 24, 2010).

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent (to the extent waivable by Purchaser or Parent), Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been satisfiedterminated, and all necessary approvals shall have been obtained; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, Purchaser shallwaived (if permitted hereunder), at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the then-scheduled Expiration Date, all Offer Conditions have been satisfied or waived (if permitted hereunder, and other than any such Offer Conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)), except that the Minimum Condition has not been satisfied as of any then scheduled expiration of the Offer, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Minimum Condition to be satisfied, it being understood and agreed that the Purchaser shall not be required to extend the Offer pursuant to this clause (iv) on more than three (3) occasions, but may, in its sole and absolute discretion elect to do so; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.of

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the 20th business day date that is the twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date” and the initial Expiration Date, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). Subject to the Parties’ respective termination rights under Section 8.1ARTICLE 9: (i) if, as of the then scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Parent or Purchaser if permitted hereunder, then Purchaser may, in its discretion shall and Parent shall cause Purchaser to (and without the consent of the Company or any other Person), extend the Offer on one or more occasionsoccasions in consecutive increments, for an additional period of up to ten business days (10) Business Days per extensionextension (or such longer period as may be requested by the Company), to permit such Offer Condition Conditions to be satisfiedsatisfied (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for: (A) for any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: (1) Purchaser be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline or, without the prior written consent of the Company, permitted) to extend the Offer beyond a date later than the End Date. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1ARTICLE 9.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute 11:59 p.m. (Philadelphia, Pennsylvania time) no later than the twentieth (20th) Business Day following 11:59 p.m., Eastern Time, on (and including the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration commencement of the Offer is extended in accordance (determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer Expiration Time at any time with the terms Company’s written consent. Merger Sub may (in its sole discretion), without the Company’s consent, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of this Agreement, the “Expiration Date”). Subject SEC or the staff thereof or Nasdaq or NYSE applicable to the Parties’ respective termination rights under Section 8.1: Offer (iincluding in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Prices) or (ii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period occasions in consecutive increments of up to ten business days per extension(10) Business Days each (or such longer period as the parties hereto may agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; (ii) Purchaser provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position beyond the earlier of the SECEnd Date and the termination of this Agreement. Without limiting the rights of the parties to terminate this Agreement pursuant to and in accordance with Article 8, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waivedwaived by Merger Sub in accordance with this Agreement, Purchaser Merger Sub shall, at the written request of the Company, extend the Offer Expiration Time on one or more occasions for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each (or such longer period as the parties hereto may agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, however, that in no event Merger Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) End Date and the valid termination of this Agreement in accordance with Section 8.1 and (y) Agreement; provided, further, that, if the first business day immediately following Minimum Tender Condition is the End Date; or (2) sole then unsatisfied Offer Condition as of any Offer Expiration Time, so long as the Minimum Tender Condition remains as the sole unsatisfied Offer Condition, Merger Sub shall only be permitted required to extend the Offer beyond the Extension Deadline without the prior written consent Expiration Time for additional periods not to exceed an aggregate of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1sixty (60) Business Days.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., 5:00 p.m. Eastern Time, Time on the 20th business day following the Offer Commencement Date, date that is twenty-one (21) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the Partiescontrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.1Article VIII: (i) if, as of the then-scheduled Expiration Date, any Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer, but subject to such conditions remaining capable of being satisfied) is not satisfied and has not been waivedwaived by Acquisition Sub or Parent, Purchaser to the extent waivable by Acquisition Sub or Parent, Acquisition Sub may, in its discretion (and without the consent of the Company or any other Person), subject to applicable Law, extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days, or such longer period as the parties hereto may agree, per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Acquisition Sub shall, and Parent shall cause Acquisition Sub to, extend the Offer from time to time for: (A) any period required by any Legal Requirementapplicable Law, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and and, unless the applicable Offer Condition is waived by Acquisition Sub or Parent (B) periods of up to ten business days (10) Business Days per extension, until (x) any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the transactions contemplated by this Agreement, including the Offer, under the HSR Act and any other Antitrust Laws shall have expired or been satisfiedterminated, (y) the consents set forth on Section A(f)(i) of the Company Disclosure Letter shall have been obtained and (z) the notices set forth on Section A(f)(ii) of the Company Disclosure Letter shall have been made; and (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer, but subject to such conditions remaining capable of being satisfied) is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, extend the Offer on one or more occasions for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) Acquisition Sub be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 Article VIII and (y) the first business day immediately following the End Termination Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser mayshall, in its discretion (and without the consent of the Company or any other Person)Parent shall cause Purchaser to, extend the Offer on one or more occasions, for an additional period periods of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; “Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any the minimum period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NASDAQ applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; or (3) be required to extend the Offer beyond the then existing Expiration Date for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) business days (provided that each such period will be ten (10) business days unless the Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such initial expiration date or such subsequent date to which the expiration of the Offer is extended in accordance with shall be 12:00 midnight (New York City time) on the terms twentieth (20th) Business Day following the commencement of this Agreement, the “Expiration Date”Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the Partiesparties’ respective termination rights under Section 8.1: to terminate this Agreement pursuant to Article IX and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition and the Super-Majority of the Minority Tender Condition), Merger Sub shall (and AcquisitionCo shall cause Merger Sub to) (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any minimum period required by any Legal Requirementrule, any regulation, interpretation or position of the SEC, SEC or the staff thereof or Nasdaq applicable to the Offer; , and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Dateto expire, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extension, to permit five (5) Business Days each (or such Offer Condition to be satisfiedlonger period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Purchaser: (1) Merger Sub be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) Outside Date or the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or Article IX, (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition and/or the Super-Majority of the Minority Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be permitted required to extend the Offer beyond in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the Extension Deadline without aggregate (or such other period as the prior written consent parties hereto may agree), (3) Merger Sub may extend the Offer for up to five (5) Business Days in order to determine whether the Offer Condition set forth in clause (d) of Exhibit A has been satisfied, and (4) Merger Sub shall extend the CompanyOffer if requested by the Special Committee, or may extend the Offer at its election, in accordance with the last sentence of Section 7.02(c) for the number of Business Days provided therein. Purchaser The Offer shall not terminate the be extended by Merger Sub except as specifically provided in this Section 2.01(c). The Offer may not be terminated prior to any scheduled Expiration Date without the prior written consent of the Company except its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.1(c)) unless this Agreement is validly terminated in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled expiration thereof, Merger Sub shall (and AcquisitionCo shall cause Merger Sub to) promptly (and in accordance with Section 8.1any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, midnight (New York City time) on the 20th business day following the Offer Commencement Date, determined (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the commencement of the Offer (unless otherwise agreed to in writing by Parent and the Company) (such date initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Subject to Notwithstanding the Parties’ respective termination rights under Section 8.1: foregoing, (i) ifMerger Sub shall extend the Expiration Date for any period required by the Securities Laws, as the interpretations and positions of the scheduled Expiration DateSEC and its staff with respect thereto or the rules and regulations of the New York Stock Exchange (the “NYSE”) applicable to the Offer or as may be required by any other Governmental Entity and (ii) if upon the acceptance for payment of, any Offer Condition is and payment for, all Shares validly tendered and not satisfied withdrawn pursuant to the Offer, Parent and has Merger Sub collectively would not been waivedbeneficially own at least 90% of the Shares then outstanding on a fully-diluted basis (assuming the issuance of all shares of Common Stock issuable upon exercise of all outstanding Company Stock Options (as defined in Section 3.05(a)), Purchaser Company SARs (as defined in Section 3.05(b)), warrants and other rights to purchase shares of Common Stock and, for this purpose, the delivery to Merger Sub of the Top-Up Option Shares (as defined in Section 1.04(a)) pursuant to the exercise in full of the Top-Up Option (as defined in Section 1.04(a))), Merger Sub may, in its discretion (and the Offer Documents shall preserve the right to, without the consent of the Company or any other Person(but subject to prior consultation with the Company), extend elect to provide a “subsequent offering period” for the Offer on one or in accordance with Rule 14d-11 under the Exchange Act of not more occasionsthan 15 business days, as determined by Merger Sub in consultation with the Company; provided, however, that, in accordance with Rule 14d-11 under the Exchange Act, Merger Sub shall immediately accept for an additional period of up to ten payment and promptly (and in any event within three business days per extension(calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)) pay for all Shares tendered during any such subsequent offering period. Unless this Agreement has been terminated in accordance with Article IX (and subject to each Party’s rights to terminate this Agreement in accordance with Article IX), to permit such if at any scheduled Expiration Date the Tender Offer Condition to be satisfied; (ii) Purchaser Conditions shall not have been satisfied or earlier waived, Merger Sub shall extend the Offer from time and the Expiration Date to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten a date that is not more than 10 business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the after such previously scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event Merger Sub shall Purchaser: (1) not be required to extend the Offer beyond and the earlier Expiration Date to occur of a date later than the Outside Date (the “Extension Deadline”) (x) the valid termination of this Agreement as defined in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company9.01(b)(i)). Purchaser Merger Sub shall not terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except other than in connection with the termination of this Agreement in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled Expiration Date, Merger Sub shall promptly (and in accordance with Section 8.1any event within 48 hours of such termination) irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the 20th business day date that is the twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for: for (A) any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; Offer and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or more occasions for an additional period specified by the Company of up to ten business days (10) Business Days per extension, to permit such Offer Condition or Offer Conditions to be satisfied; provided, however, that in no event shall Purchaser: Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) ): (x) the valid termination of this Agreement in accordance compliance with Section 8.1 Article 9 and (y) the first business day (1st) Business Day immediately following the End Date; Date or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Article 9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on at the 20th business day following end of the Offer Commencement Date, twentieth (20th) Business Day (determined as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the commencement (unless otherwise agreed within the meaning of Rule 14d-2 under the Exchange Act) of the Offer. Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by applicable Law, including any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to in writing by Parent and the Company) (such Offer. If on any then-scheduled expiration date or such subsequent date to which of the expiration Offer, any of the Offer is extended in accordance with the terms of this AgreementConditions shall not have been satisfied or, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) ifextent waivable by Parent or Merger Sub, as of the scheduled Expiration Datewaived by Parent or Merger Sub, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion Merger Sub shall (and without the consent of the Company or any other PersonParent shall cause Merger Sub to), subject to Parent’s right to terminate this Agreement pursuant to Section 9.01, extend the Offer on one or more occasions, for an additional period in consecutive increments of up at least two (2) Business Days each but no more than ten (10) Business Days each (with the length of any such extension to ten business days per extensionbe determined by Parent in its sole and absolute discretion), to permit until such time as such Offer Condition to be Conditions are satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable . Notwithstanding anything to the Offer; and (B) periods of up to ten business days per extensioncontrary in this Agreement, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is Merger Sub shall not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (xi) the valid termination of this Agreement in accordance with pursuant to Section 8.1 9.01 and (yii) the first business day immediately following the End Outside Date; or (2) be permitted to , and Merger Sub shall not extend the Offer beyond the Extension Deadline Outside Date without the Company’s prior written consent consent. Nothing in this Section 1.01(d) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company. Purchaser shall not , Parent or Merger Sub to terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with pursuant to Section 8.19.01.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.the later of (i) midnight, Eastern TimeNew York City time, on the 20th business day Business Day following the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) and (unless otherwise agreed to in writing by Parent and the Companyii) 5:00 p.m. New York City time on June 28, 2012 (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, being the “Initial Offer Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: Merger Sub shall (and Parent shall cause Merger Sub to) (i) ifextend the Offer for any period required by any rule, as regulation, interpretation or position of the scheduled Expiration DateSecurities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company Offer Conditions set forth in clause (b) of Annex I or any other Person)in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each, with the length of such period to permit be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Condition to be Conditions are satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement. Merger Sub may, any interpretation or position of the SECin its sole discretion, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request without consent of the Company, extend the Offer on one or more occasions for an additional occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to ten business days per extensionfive (5) Business Days each, to permit with the length of such Offer Condition period to be satisfied; provideddetermined by Parent or Merger Sub (or such longer period as the Parties may agree), that for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in no event this Section 1.01(d), Merger Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (xi) the valid termination of this Agreement in accordance with Section 8.1 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (yiii) the first business day immediately following the End Outside Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., midnight (Eastern Time, time) on the later of (x) the 20th business day following the commencement of the Offer Commencement Dateand (y) January 25, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under 2011 (the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition is and Parent shall not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company terminate or any other Person), extend withdraw the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend other than in connection with the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid effective termination of this Agreement in accordance with Article IX or pursuant to Section 8.1 1.1(f). Notwithstanding the foregoing, Parent may, without receiving the consent of the Company, (i) extend the Expiration Date for any period required by the Securities Laws or the rules and regulations of the New York Stock Exchange (ythe “NYSE”) applicable to the first Offer (it being agreed and understood that if Parent increases the Offer Price, it shall be required to extend the Expiration Date for the minimum period required under the Securities Laws) or (ii) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided that, in accordance with Rule 14d-11 under the Exchange Act, Parent shall immediately accept for payment and promptly (and in any event within three (3) business day immediately following days) pay for all Shares tendered during any such subsequent offering period. In addition, Parent shall, if requested by the End Company, make available a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided, that Parent shall not be required to make available such subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent then holds of record more than 90% of the outstanding Shares. So long as this Agreement has not been terminated pursuant to Article IX or the Offer has not been terminated pursuant to Section 1.1(f) (and subject to each party’s rights to terminate this Agreement pursuant to Article IX), if at any scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Parent shall extend the Offer and the Expiration Date to a date that is not more than five (5) business days after such previously scheduled Expiration Date; or (2) provided, however, that Parent shall not be permitted required to extend the Offer beyond and the Extension Deadline without Expiration Date to a date later than the prior written consent of Termination Date. Nothing contained herein shall limit or otherwise affect the Company. Purchaser shall not ’s right to terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Sections 9.2 and 9.3 in accordance with Section 8.1the terms thereof. For purposes of this Agreement, the term “business day” shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the Partiescontrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.1Article VIII: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Law shall have expired or been satisfiedterminated; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 Article VIII and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, p.m. New York City time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate or withdraw the Offer, or permit the Offer to expire, prior to any scheduled the Expiration Date or the earlier valid termination of this Agreement in compliance with Section 8 without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer expiration date and time of the Offer, as the same may be extended from time to time in accordance with the terms of this Agreement, is herein referred to as the “Expiration Date”. The initial Expiration Date shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th business day following the Offer Commencement Date, date that is twenty (20) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Offer Commencement Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1ARTICLE IX: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Merger Sub or Parent and has not been waived) Merger Sub shall, Purchaser may, in its discretion (and without the consent of the Company or any other Person)Parent shall cause Merger Sub to, extend the Offer on one or more occasions, for an additional period periods of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time for: (A) for any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq the New York Stock Exchange applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: Merger Sub (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 ARTICLE IX and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; “Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th business day following the Offer Commencement Date, date that is twenty (20) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Merger Sub or Parent, Purchaser to the extent waivable by Merger Sub or Parent, Merger Sub or Parent may, in its their sole discretion (and without the consent Consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under any applicable Antitrust Law or competition-related Legal Requirement shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event under this Agreement shall PurchaserMerger Sub or Parent: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent Consent of the Company. Purchaser Except in the case of the valid termination of this Agreement in compliance with Section 8, Merger Sub shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent Consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date and time or such subsequent date and time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, (A) any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waivedwaived or (B) the Minimum Condition is not satisfied and prior to such then-scheduled Expiration Date an Acquisition Proposal (x) has been publicly announced and not publicly withdrawn or (y) has not been publicly announced but has been received by the Company and not withdrawn, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period periods of up to ten business days per extensionextension (or for such longer period as may be agreed to by Parent and the Company), to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extensionextension (or for such longer period as may be agreed to by Parent and the Company), until (1) any waiting period (and any extension thereof) applicable to the Regulatory Condition consummation of the Offer under the HSR Act or any other Antitrust Laws in a jurisdiction identified in Part 6.2(c) of the Company Disclosure Schedule shall have expired or been terminated or (2) if a declaration or notification has been satisfiedmade to or requested by CFIUS with respect to the Transactions, the CFIUS Action with respect to such declaration or notification has occurred, or if a declaration, notification or report form has been filed or is required to be filed with the applicable Governmental Body under any Foreign Direct Investment Laws, including the NSIA, with respect to the Transaction, the applicable consent, approval or clearance with respect to such declaration, notification or report has been obtained; and (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten business days per extensionextension (or for such longer period as may be agreed to by Parent and the Company), to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. In addition, if, at the otherwise scheduled Expiration Date, each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived and the Minimum Condition shall not have been satisfied, Purchaser shall extend the Offer on up to two consecutive occasions, for an additional period of up to ten business days per extension (or for such longer period as may be agreed to by Parent and the Company), to permit the Minimum Condition to be satisfied; provided, however, that Purchaser shall not be required to extend the Offer pursuant to this sentence on more than two occasions; provided, further, that Purchaser shall not be required to, and Purchaser shall not, under any circumstances extend the Offer beyond the Extension Deadline. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with pursuant to Section 8.18.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on the 20th business day following date (the Offer Commencement “Initial Expiration Date, determined ”) that is twenty (20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and Act) after the Company) (such date commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or such any subsequent date to as of which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject scheduled to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Dateexpire, any Offer Condition is not satisfied and has not been waivedwaived (to the extent waivable in accordance with the terms hereof), Purchaser maysubject to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, in its discretion then Acquisition Sub shall extend (and without the consent of the Company or any other Person), extend re-extend) the Offer on and its expiration date beyond the Initial Expiration Date for one or more occasionsperiods, for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend ending no later than the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, Outside Date to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition is the only Offer Condition that in no event has not been satisfied or waived, (i) Acquisition Sub shall Purchaser: (1) be required to extend the Offer and its expiration date beyond the earlier Initial Expiration Date for one or more periods, in consecutive periods of up to occur of ten (10) Business Days each, ending no later than the “Extension Deadline”) (x) Outside Date, if and as requested by the valid termination of this Agreement Company in accordance with Section 8.1 and (y) the first business day immediately following the End Date; writing, or (2ii) be permitted to Acquisition Sub may extend the Offer and its expiration date beyond the Extension Deadline without Initial Expiration Date for one period of up to ten (10) Business Days. In addition, notwithstanding the prior written consent satisfaction of any or all of the Company. Purchaser shall not terminate Offer Conditions, if the Company either receives an Acquisition Proposal or delivers to Parent a Recommendation Change Notice ten (10) or fewer Business Days prior to the Initial Expiration Date or the expiration of any subsequent period of the Offer prior (but only a period, at the beginning of which the Minimum Tender Condition was not satisfied), and the Company provides Parent with a written request that Acquisition Sub extend the Offer, then Acquisition Sub shall extend the Offer and its expiration date to such date as is necessary to ensure the Offer does not expire until the date that is the earlier of (A) ten (10) Business Days from the date of such request, or for such shorter period as may be specified by the Company in such written request, or (B) if such request is the result of an Acquisition Proposal, and a four (4) Business Day period pursuant to Section 10.1(d)(iv) is commenced during the last four (4) Business Days of such extension period, then the Business Day following the expiration of such four (4) Business Day period or, in either case, for such shorter period as may be specified by the Company in such written request. Notwithstanding anything herein to the contrary, Acquisition Sub shall extend the Offer for any scheduled Expiration Date without the prior written consent period required by any rule, regulation, interpretation or position of the Company except SEC or its staff or any rule or regulation of the NYSE, in each case, applicable to the event that this Agreement is terminated in accordance with Section 8.1Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated shall have been obtained; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser shallor Parent, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Subject to the parties’ respective termination rights under Section 8, Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on midnight at the 20th business day following end of the date that is 20 Business Days after the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (such date time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time” and such date, or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Merger Sub may at any time extend the Offer for any period agreed by Parent and the Company. Merger Sub may, in its sole discretion and without the Company’s consent, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Parties’ respective termination rights under Section 8.1: Offer or as may be required by any other Governmental Entity or (iii) if, as of the then-scheduled Expiration DateTime, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions in consecutive increments of up to 10 Business Days each (or such longer period as the parties hereto may agree) until such time as all Offer Conditions are satisfied or waived; provided that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement in accordance with Article VIII. If, as of the then-scheduled Expiration Time, (A) (I) the Minimum Tender Condition has been satisfied and (II) any other Offer Condition has not been satisfied or waived by Merger Sub, in its sole discretion, or (B) (I) the Minimum Tender Condition has not been satisfied and (II) all other Offer Conditions have been satisfied or waived by Merger Sub in its sole discretion, then on every occasion under clause (A) and on not more than two occasions under clause (B), in each case at the request of the Company, Merger Sub shall extend the Offer for an additional period of up to ten business days per extension, to permit 10 Business Days (or such Offer Condition to be satisfiedlonger or shorter period as the parties hereto may agree); provided, provided that in no event Merger Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) End Date and the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Article VIII.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (such date, the “Initial Expiration Date,” and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1: 8 (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Parent and Purchaser may, in its their sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; (iii) Purchaser may, and Parent may cause Purchaser to, extend the Offer for any period necessary to satisfy the requirements contained in Section 3-106(e)(1) of the MGCL and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiiv) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: Parent or Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; or “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the CompanyCompany or (3) be required to extend the Offer on more than two (2) occasions in consecutive periods of ten (10) business days each if, as of the applicable Expiration Date, (A) none of the Offer Documents, the Parent Schedule 13E-3, the Schedule 14D-9 or the Company Schedule 13E-3 is still being reviewed or commented on by the SEC and (B) all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition and conditions which by their nature are to be satisfied at the expiration of the Offer. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement DateJanuary 2, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (2023, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for: for (A) any period to the minimum extent required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; Offer and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or more occasions for an additional period specified by the Company of up to ten business days (10) Business Days per extension, to permit such Offer Condition or Offer Conditions to be satisfied; provided, however, that in no event shall Purchaser: Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) ): (x) the valid termination of this Agreement in accordance compliance with Section 8.1 Article 9 and (y) the first business day (1st) Business Day immediately following the End Date; Date or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Article 9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, and if permitted hereunder and under any applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period periods of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirementapplicable Law, any interpretation or position of the SEC, the SEC or its staff thereof or Nasdaq or its staff, in each case, applicable to the Offer; and (B) periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act or any other Antitrust Laws in a jurisdiction identified in Part 6.2(d) of the Company Disclosure Schedule shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions occasions, for an additional period periods of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the CompanyCompany or (3) be required to extend the Offer for more than three additional consecutive increments of ten business days if at any then scheduled Expiration Date, all of the Offer Conditions (other than the Minimum Condition and any Offer Conditions that are by their nature to be satisfied at the Offer Acceptance Time) have been satisfied or waived and the Minimum Condition has not been satisfied. Purchaser shall may not terminate or withdraw the Offer prior to any scheduled Expiration Date (or any rescheduled Expiration Date) without the prior written consent of the Company Company, except in the event that this Agreement is terminated in accordance with pursuant to Section 8.18.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such initial expiration date or such subsequent date to which the expiration of the Offer is extended in accordance with shall be 12:00 midnight (New York City time) on the terms twentieth (20th) Business Day following the commencement of this Agreement, the “Expiration Date”Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the Partiesparties’ respective termination rights under Section 8.1: to terminate this Agreement pursuant to Article IX and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition and the Majority of the Minority Tender Condition), Merger Sub shall (and Parent shall cause Merger Sub to) (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any minimum period required by any Legal Requirementrule, any regulation, interpretation or position of the SEC, SEC or the staff thereof or Nasdaq applicable to the Offer; , and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Dateto expire, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extension, to permit five (5) Business Days each (or such Offer Condition to be satisfiedlonger period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Purchaser: (1) Merger Sub be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) Outside Date or the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or Article IX, (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition and/or the Majority of the Minority Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be permitted required to extend the Offer beyond in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the Extension Deadline without aggregate (or such other period as the prior written consent parties hereto may agree), (3) Merger Sub may extend the Offer for up to five (5) Business Days in order to determine whether the Offer Condition set forth in clause (e) of Exhibit A has been satisfied, and (4) Merger Sub shall extend the CompanyOffer if requested by the Special Committee, or may extend the Offer at its election, in accordance with the last sentence of Section 7.02(c) for the number of Business Days provided therein. Purchaser The Offer shall not terminate the be extended by Merger Sub except as specifically provided in this Section 2.01(c). The Offer may not be terminated prior to any scheduled Expiration Date without the prior written consent of the Company except its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.01(c)) unless this Agreement is validly terminated in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in accordance with Section 8.1any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the date that is the 20th business day Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.19: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any for the minimum period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods on one or more occasions if, as of the scheduled Expiration Date, the Offer Condition set forth in clause (e) of Annex I is not satisfied, for an additional period of up to ten business days (10) Business Days per extension, until the Regulatory extension to permit such Offer Condition has been to be satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period specified by the Company of up to ten business days (10) Business Days per extensionextension (or such other period as the Parties may agree), to permit such Offer Condition or Offer Conditions to be satisfied; provided, however that in no event shall Purchaser: Purchaser (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 9 and (y) the first business day Business Day immediately following the End Date; , or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.19.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on the later of (x) the 20th business day following the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) and (unless otherwise agreed to in writing by Parent and y) the Company) second business day following the No-Shop Period Start Date (such later date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, being the “Initial Offer Expiration Date”). Subject to , provided, however, if at the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Initial Offer Expiration Date, any Offer Condition is not satisfied and has not been or waived, Purchaser maySub shall, in its discretion and Parent shall cause Sub to, extend the Offer for ten (and without 10) business days; provided, further, that if the consent only Offer Condition not satisfied at such time is the Financing Proceeds Condition, then such Initial Offer Expiration Date may be extended, at Parent’s option, for less than ten (10) business days. Thereafter, if at any then scheduled expiration of the Company Offer, any Offer Condition is not satisfied or any other Person)waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, for an additional period in consecutive increments of up to ten five (5) business days per extension(or such longer period as the Parties may agree) each; provided, however, if the Proxy Statement Clearance Date has occurred on or prior to permit November 24, 2010, then no such Offer Condition extension shall be required after November 24, 2010; provided, further, however, if the Proxy Statement Clearance Date has not occurred on or prior to be satisfied; (ii) Purchaser November 24, 2010, then either Parent or the Company may request, and upon such request, Sub shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods in increments of up to ten five (5) business days per extension, (or such longer period as the Parties may agree) each until the Regulatory Condition Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect the Company’s right to terminate this Agreement pursuant to Section 9.01(g) in accordance with the terms thereof. ‘‘Proxy Statement Clearance Date” means the date on which the SEC has, orally or in writing, confirmed that it has been satisfied; and (iii) ifno further comments on the Proxy Statement, as including the first date following the tenth calendar day following the filing of the scheduled Expiration Date, any Offer Condition is not satisfied and preliminary Proxy Statement if the SEC has not been waivedinformed the Company that it intends to review the Proxy Statement. In addition, Purchaser Sub shall, at the request of the Companyand Parent shall cause Sub to, extend the Offer on one or more occasions for an additional the minimum period required by any rule, regulation, interpretation or position of up the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to ten business days per extension, to permit such Offer Condition to be satisfiedthe Offer; provided, however, that in no event Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier Outside Date and such extension shall be subject to occur of (the “Extension Deadline”) (x) right to terminate the valid termination of this Agreement Offer in accordance with Section 8.1 and (y1.01(f). The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as the first business day immediately following the “Offer End Date; or ” (2) be permitted to extend it being understood that under no circumstances shall the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer End Date occur prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.November 24, 2010). 2

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, p.m. (New York City time) on the 20th business day twentieth (20th) Business Day following the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Initial Expiration Date”). Subject Notwithstanding anything to the Parties’ respective termination rights under Section 8.1: contrary set forth in this Agreement, if, at any then-scheduled expiration of the Offer (including the Initial Expiration Date), (i) if, as of the scheduled Expiration Date, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser maythen Merger Sub may and, in its discretion (if requested by the Company, Merger Sub shall, and without the consent of the Company or any other Person)Parent shall cause Merger Sub to, extend the Offer on one or more occasions, for an additional period in consecutive increments of up to ten business five (5) Business Days (or such longer period as the parties hereto may agree), in each case, in compliance with Rule 14e-1(d) promulgated under the Exchange Act; provided, that the maximum number of days per extension, that the Offer may be extended pursuant to permit such this clause (i) in circumstances where all of the conditions to the Offer are satisfied other than the Minimum Tender Condition to shall be satisfiedtwenty (20) Business Days; (ii) Purchaser shall extend the Marketing Period has not ended, then the Offer from time will be automatically extended until the earliest to time for: occur of (A) any period Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days’ prior notice to the Company and (B) the first (1st) Business Day after the final day of the Marketing Period; or (iii) the Offer is required to be extended by any Legal Requirementrule, any regulation, interpretation or position of the U.S. Securities and Exchange Commission (“SEC, ”) or the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend then the Offer on one will be automatically extended for the minimum period required by such rule, regulation, interpretation or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfiedposition; provided, however, that in no event shall Purchaser: (1) Merger Sub be required to extend the Offer pursuant to the foregoing clauses (i), (ii) or (iii) beyond the earlier to occur of Termination Date (the “Extension Deadline”) date on which the Offer finally expires (x) the valid termination of this Agreement taking into account any extensions that may be elected or required pursuant to and in accordance with this Section 8.1 and (y1.1(c)) is referred to herein as, the first business day immediately following the End “Expiration Date; or (2) ”). The Offer may not be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer terminated prior to any then-scheduled Expiration Date without the prior written consent expiration of the Company except in the event that Offer unless this Agreement is validly terminated in accordance with Section 8.17.1. If (i) at any then-scheduled expiration of the Offer (including the Initial Expiration Date), (A) any Offer Condition shall not have been satisfied or waived and (B) no further extensions or re-extensions of the Offer have been duly elected or required pursuant to this Section 1.1(c), or (ii) this Agreement is terminated pursuant to Section 7.1 or (iii) there shall exist a Top-Up Impediment and Merger Sub elects to terminate the Offer, then, in each case, Merger Sub shall promptly (and, in any event, within twenty-four (24) hours following such expiration or termination, but prior to the Offer Closing), irrevocably and unconditionally terminate the Offer. The termination of the Offer pursuant to clause (i) or (ii) of the immediately preceding sentence is referred to in this Agreement as the “Offer Termination,” and the date on which the Offer Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. The parties hereto acknowledge and agree that the Offer Termination, in and of itself, shall not give rise to a right of termination of this Agreement unless and to the extent expressly provided in Section 7.1 and, notwithstanding the fact that the Offer Termination may have occurred, the rights and obligations of the parties hereto under this Agreement other than with respect to the Offer shall continue in full force and effect, including those obligations with respect to the Merger.

Expiration and Extension of the Offer. The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th twenty (20) business day following the Offer Commencement Date, days (for this purpose determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date at midnight Eastern Time (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived if permitted hereunder, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any the minimum period required by any Legal Requirement, any interpretation or position of the SECSEC or its staff or NASDAQ or its staff, the staff thereof or Nasdaq in each case, applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on the 20th business day Business Day following the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, being the “Initial Offer Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: Sub shall (and Parent shall cause Sub to) (i) ifextend the Offer for any period required by any rule, as regulation, interpretation or position of the scheduled Expiration Date, Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer and (ii) if any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company Offer Conditions set forth in clause (b) of Annex I or any other Person)in paragraph (i) of clause (d) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Sub, waived, extend the Offer on one or more occasions, for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each, with the length of such period to permit be determined by Parent or Sub (or such longer period as the Parties hereto may agree), until such time as such Offer Condition to be Conditions are satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement. Sub may, any interpretation or position of the SECin its sole discretion, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request without consent of the Company, extend the Offer on one or more occasions for an additional occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Sub (or such other period as the Parties hereto may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Sub, waived. Parent and Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 9.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than one (1) Business Day prior to such expiration date, Sub shall (and Parent shall cause Sub to) extend the Offer on one or more occasions, in consecutive increments of up to ten business days per extensionfive (5) Business Days each, to permit with the length of such Offer Condition period to be satisfied; provideddetermined by Parent or Sub (or such longer period as the Parties hereto may agree), that for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in no event this Section 1.01(d), Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (xi) the valid termination of this Agreement in accordance compliance with Section 8.1 9.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (yiii) the first business day immediately following the End Outside Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the 20th business day date that is the twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a14e- 1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date” and the initial Expiration Date, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). Subject to the Parties’ respective termination rights under Section 8.1ARTICLE 9: (i) if, as of the then scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Parent or Purchaser if permitted hereunder, then Purchaser may, in its discretion shall and Parent shall cause Purchaser to (and without the consent of the Company or any other Person), extend the Offer on one or more occasionsoccasions in consecutive increments, for an additional period of up to ten business days (10) Business Days per extensionextension (or such longer period as may be requested by the Company), to permit such Offer Condition Conditions to be satisfiedsatisfied (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for: (A) for any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: (1) Purchaser be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline or, without the prior written consent of the Company, permitted) to extend the Offer beyond a date later than the End Date. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.ARTICLE 9. (d)

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Purchaser Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition and those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Purchaser shall, at the request of the CompanyMerger Sub shall (and Parent shall cause Merger Sub to), extend the Offer on one or more occasions for an additional period specified by Merger Sub of up to ten business days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) have been satisfied or waived, (A) at the written request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on up to two occasions for an additional period specified by the Company of up to ten business days per any such extension to permit the Minimum Condition to be satisfied, and (B) Merger Sub may extend the Offer on up to two occasions for an additional period specified by the Company of up to ten business days per any such extension to permit the Minimum Condition to be satisfied; provided, that in no event shall PurchaserMerger Sub: (1) extend or be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; provided, further, that if, at the then-scheduled Expiration Date, a Party brings or shall have brought any Legal Proceeding in accordance with Section 9.5 to enforce specifically the performance of the terms and provisions of this Agreement, the Expiration Date shall be extended (A) for the period during which such Legal Proceeding is pending or (B) by such other time period established by the Governmental Body presiding over such Legal Proceeding, as the case may be; provided, however, that Merger Sub shall not be required to extend the Offer to a date later than the End Date unless either Parent or Merger Sub is then prohibited from terminating this Agreement pursuant to Section 8.1(d), in which case, Merger Sub shall be required to extend the Offer beyond the End Date. Purchaser Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The initial expiration time of the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, New York City time on the 20th business day date that is twenty (20) Business Days following the Offer Commencement Datecommencement of the Offer, determined as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date time or such subsequent date and time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration DateTime”). Subject Notwithstanding anything to the Partiescontrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.1Article 8, Merger Sub: (ix) ifshall, and Parent shall cause Merger Sub to, extend the Offer from time to time: (1) for any period required by any applicable Law or any interpretation or position of the SEC applicable to the Offer, (2) for periods of up to ten (10) Business Days per extension until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (3) at the request of the Company, if as of the any then scheduled Expiration Date, Time any Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer and which such conditions are capable of being satisfied upon the expiration of the Offer) is not satisfied and has not been waivedwaived by Parent or Merger Sub, Purchaser mayfor periods of up to ten (10) Business Days per extension to permit such Offer Condition to be satisfied and (y) may extend the Offer from time to time, in its sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the any then scheduled Expiration DateTime, any Offer Condition (other than any such conditions that by their nature are to be satisfied at the expiration of the Offer and which such conditions are capable of being satisfied upon the expiration of the Offer) is not satisfied and has not been waivedwaived by Parent or Merger Sub, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period periods of up to ten business days (10) Business Days per extension, extension to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) Merger Sub be required to extend the Offer beyond the earlier to occur of or permitted (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate ) to extend the Offer prior to any scheduled Expiration Date without a date later than the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Outside Date.

Expiration and Extension of the Offer. The Subject to the terms and conditions of this Agreement and the Offer, the initial expiration date of the Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on the 20th business day following 30th Business Day after commencement of the Offer Commencement Date, (determined as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (such the initial “Expiration Date” and any expiration time and date or such subsequent date established pursuant to which the expiration an authorized extension of the Offer is extended in accordance with the terms of this AgreementOffer, the as so extended, also an “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without Without the prior written consent of the Company. Purchaser , Merger Sub shall not terminate extend or otherwise change the Expiration Date except (i) as required by applicable Law including any rule, regulation, interpretation or position of the SEC or its staff, (ii) if, prior to the initial Expiration Date, the Minimum Condition or any of the other conditions to the Offer set forth on Exhibit B have not been satisfied or waived, Parent and Merger Sub shall extend the Expiration Date for a period of fifteen (15) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) or (iii) if, prior to any then-scheduled Expiration Date (as the Expiration Date may be extended from time to time including an extension pursuant to clause (ii) of this Section 1.1(d)) the Minimum Condition or any other condition to the Offer has not been satisfied or waived, Parent and Merger Sub may, in their sole discretion, extend the Expiration Date for one or more periods not in excess of twenty (20) Business Days each (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and which period shall not include the fifteen (15) Business Day period referred to in clause (ii) above, but in no event beyond the Outside Date, the length of each such period to be determined by Merger Sub in its sole discretion. Notwithstanding the foregoing, if necessary to obtain a sufficient number of Common Shares (without regard to the exercise of the Top-Up Option) to reach the Short-Form Threshold, Parent and Merger Sub may elect, without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.Company, to provide a subsequent offering period (and one or more extensions

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.12:00 a.m., Eastern Timetime, on the 20th twentieth (20th) business day following the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless otherwise agreed to in writing by Parent and Act) following the Company) commencement of the Offer (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, and time being the “Initial Offer Expiration Date”). Subject to ; provided, however, that if at the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Initial Offer Expiration Date, any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or waived (to the extent permitted by this Agreement and has not been waivedapplicable Law), Purchaser mayMerger Sub shall, in its discretion and Parent shall cause Merger Sub to, extend the Offer for a period of ten (and without 10) business days (or a shorter period as agreed to by the consent Parties). Thereafter, if at any then scheduled expiration of the Company Offer, any Offer Condition is not satisfied (other than any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) or any other Personwaived (to the extent permitted by this Agreement and applicable Law), Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions, for an additional period in consecutive increments of up to ten (10) business days per extension(or a shorter period as agreed to by the Parties); provided, however, that Parent and Merger Sub shall not be required to permit such Offer Condition to be satisfied; (ii) Purchaser shall so extend the Offer from time to time for: (Ai) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, if any Offer Condition is not capable of being satisfied and has not been waived, Purchaser shall, at on or before the request of the Company, extend the Offer on one Outside Date or more occasions for an additional period of up (ii) to ten business days per extension, a date subsequent to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (xA) the valid termination of this Agreement in accordance with Section 8.1 and 9.01 or (yB) the first business day Outside Date (the earlier of which, the “Extension Deadline”). Notwithstanding anything in the immediately following preceding sentences of this Section 1.01(d) to the End Date; contrary, if at any then scheduled expiration of the Offer, all of the Offer Conditions (other than the Minimum Tender Condition and any Offer Conditions that are by their nature to be satisfied at the Acceptance Time) have been satisfied or waived (to the extent permitted by this Agreement and applicable Law) and the Minimum Tender Condition has not been satisfied, Parent and Merger Sub shall not be required to extend the Offer for more than two (2) additional consecutive increments of ten (10) business days (or such shorter periods as agreed to by the Parties); provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer beyond the Extension Deadline. In addition, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or the Nasdaq Global Select Market (“Nasdaq”) or the staff thereof applicable to the Offer. In no event shall Parent or Merger Sub be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser, Payor or Parent, to the extent waivable by Purchaser, Payor or Parent, Parent, Payor and Purchaser may, in its their sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any period required by any Legal Requirementapplicable securities law, rule or regulation, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event under this Agreement shall Parent, Payor or Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; or (3) be required to extend the Offer beyond the then-existing Expiration Date for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) business days (provided that each such period will be ten (10) business days unless the Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition and conditions which by their nature are to be satisfied at the expiration of the Offer. Subject to the valid termination of this Agreement in compliance with Section 8, Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.Company. Table of Contents

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, and if permitted hereunder and under any applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period periods of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: for (A) any period required by any Legal Requirementapplicable Law, any interpretation or position of the SEC, the SEC or its staff thereof or Nasdaq or its staff, in each case, applicable to the Offer; Offer and (B) periods of up to ten business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions occasions, for an additional period periods of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; or (3) be required to extend the Offer for more than three additional consecutive increments of ten business days if at any then scheduled Expiration Date, all of the Offer Conditions (other than the Minimum Condition and any Offer Conditions that are by their nature to be satisfied at the Offer Acceptance Time) have been satisfied or waived and the Minimum Condition has not been satisfied. Purchaser shall may not terminate or withdraw the Offer prior to any scheduled Expiration Date (or any rescheduled Expiration Date) without the prior written consent of the Company Company, except in the event that this Agreement is terminated in accordance with pursuant to Section 8.18.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, p.m. on the 20th business day twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to such Offer Conditions being capable of being satisfied) is not satisfied and has not been waived, Purchaser Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for, without the consent of the Company: (A) any period required by any Legal Requirementapplicable Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days (10) Business Days per extension, until the Regulatory Condition (solely with respect to an order, injunction or investigation (relating to Antitrust Laws)) has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition and those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Purchaser shallMerger Sub shall (and Parent shall cause Merger Sub to), at the written request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time, but subject to such Offer Conditions being capable of being satisfied) have been satisfied or waived, at the written request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one (1) occasion for an additional period specified by the Company of up to ten (10) Business Days to permit the Minimum Condition to be satisfied; provided, that in no event shall Purchaser: (1) Merger Sub be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and or (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th business day following the Offer Commencement Date, date that is twenty (20) Business Days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Merger Sub or Parent, Purchaser to the extent waivable by Merger Sub or Parent, Merger Sub or Parent may, in its their sole discretion (and without the consent Consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event under this Agreement shall PurchaserMerger Sub or Parent: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent Consent of the Company. Purchaser Except in the case of the valid termination of this Agreement in compliance with Section 8, Merger Sub shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent Consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such initial expiration date or such subsequent date to which the expiration of the Offer is extended in accordance with shall be the terms 20th Business Day following the commencement of this Agreement, the “Expiration Date”Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the Parties’ respective termination rights under Section 8.1: Merger Sub shall (and Parent shall cause Merger Sub to) (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any minimum period required by any Legal Requirementrule, any regulation, interpretation or position of the SEC, SEC or the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Dateto expire, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extensionBusiness Days each (or such longer period as the parties hereto may agree), to permit until such time as such Offer Condition to be satisfiedConditions shall have been satisfied or waived; provided, however, that in no event shall Purchaser: (1) Merger Sub shall not be required to extend the Offer beyond the earlier of the date of a Conversion Event (if exercising its rights pursuant to occur of (and in accordance with Section 1.3 with respect to such Conversion Event), the “Extension Deadline”) (x) Outside Date or the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be permitted required to extend the Offer beyond the Extension Deadline without the prior written consent for one or more additional periods of the Company. Purchaser at least five Business Days each but in no event shall not terminate Merger Sub or Parent be required to extend the Offer for more than twenty-five Business Days in the aggregate in such situation. The expiration date for the Offer, as the same may be extended from time to time, is referred to as the “Offer Expiration Date.” The Offer may not be terminated prior to any scheduled Expiration Date without the prior written consent of the Company except its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(c)) unless this Agreement is validly terminated in accordance with Article VII or as may be required by applicable Law. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in accordance with Section 8.1any event within one Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., 12:00 midnight Eastern Time, Time on the 20th date that is twenty (20) business day days following the Offer Commencement Date, Date (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Merger Sub shall extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NYSE applicable to the Offer; and (Biii) periods Merger Sub shall have the right in its sole discretion to extend the Offer beyond any then-scheduled expiration of the Offer for one or more consecutive increments of up to ten five (5) business days per extensioneach, until the Regulatory Condition has length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to the extent the Marketing Period shall not have been satisfiedcompleted as of any such then-scheduled Expiration Date; and (iiiiv) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; providedsatisfied or waived. Notwithstanding anything to the contrary in this Section 1.1(c), that in no event shall PurchaserMerger Sub: (1) be required to accept for payment, and pay for, Shares validly tendered (and not withdrawn) pursuant to the Offer until the Marketing Period shall have been completed; (2) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 and 8, (y) three (3) business days after the first business day immediately following Proxy Statement Clearance Date and (z) the End Date; or (23) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with pursuant to Section 8.18.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern TimeNew York City time, on the 20th business day Business Day following the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, being the “Initial Offer Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) , provided, however, if, as of at the scheduled Initial Offer Expiration Date, any Offer Condition is not satisfied and has not been or waived, Purchaser maySub shall, in its discretion and Parent shall cause Sub to, extend the Offer for ten (and without the consent 10) Business Days. Thereafter, if on any then-scheduled expiration of the Company Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 9.01, any Offer Condition is not satisfied or any other Person)waived, Sub shall, and Parent shall cause Sub to, continue to extend the Offer on one or more occasions, for an additional period in consecutive increments of up to ten business days per extensionfive (5) Business Days (or such longer period as the Parties may agree) each. In addition, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser Sub shall, at the request of the Companyand Parent shall cause Sub to, extend the Offer on one or more occasions for an additional the minimum period required by any rule, regulation, interpretation or position of up the Securities and Exchange Commission (“SEC”) or the staff thereof applicable to ten business days per extensionthe Offer. Notwithstanding anything to the contrary in this Section 1.01(d), to permit such Offer Condition to be satisfied; provided, that in no event Sub shall Purchaser: (1) not be required to (and Parent shall not be required to cause Sub to) extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (xi) the valid termination of this Agreement in accordance compliance with Section 8.1 9.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (yiii) the first business day immediately following Outside Date. In addition, for the End Date; avoidance of doubt, nothing in this Section 1.01(d) shall limit or otherwise affect (21) be permitted the right of Parent to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.11.01(f) and/or (2) Parent’s right to terminate this Agreement pursuant to Section 9.01.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the Partiescontrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8.17.1: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any for the minimum period required by any Legal Requirementapplicable Law, any interpretation or position of the SEC, the staff thereof or Nasdaq any rules and regulations of the NASDAQ Stock Market LLC applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 7.1 and (y) the first business day immediately following Outside Date (such earlier occurrence, the End Date“Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the 20th business day date that is the twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied (subject to the right of Parent or Merger Sub to waive any Offer Condition, other than the Minimum Condition, the Termination Condition, the Regulatory Condition or the Order Condition), Merger Sub shall, and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person)Parent shall cause Merger Sub to, extend the Offer on one or more occasionsoccasions (in consecutive increments), for an additional period of up to ten business days (10) Business Days per extensionextension (or such longer period as may be requested by the Company), to permit such Offer Condition to be satisfied; and (ii) Purchaser Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for: (A) for any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: Merger Sub (1A) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) ): (x) the valid termination of this Agreement in accordance compliance with Section 8.1 Article 9 and (y) the first business day (1st) Business Day immediately following the End Date; Date or (2B) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser Xxxxxx Sub agrees that it shall not, and Parent shall not permit or authorize Merger Sub to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is validly terminated in accordance with Section 8.1Article 9.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, 9:00 a.m. (New York City time) on the 20th twenty-first (21st) business day following (and including the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3day of) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration commencement of the Offer is extended in accordance (determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer Expiration Time at any time with the terms Company’s written consent. Merger Sub (i) shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation, interpretation or position of this Agreement, the “Expiration Date”). Subject SEC or the staff thereof or NYSE applicable to the Parties’ respective termination rights under Section 8.1: Offer (iincluding in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or (ii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waived, Purchaser maymay extend the Offer, in its discretion (and without the consent of the Company or any other Person)Company’s consent, extend the Offer on one or more occasions, for an additional period occasions in consecutive increments of up to ten business days per extension(10) Business Days each (or such longer or shorter period as the parties hereto may agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; (ii) Purchaser provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position beyond the earlier of the SEC, End Date and the staff thereof or Nasdaq applicable to the Offer; and (B) periods termination of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) ifthis Agreement. If, as of the scheduled each and every Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waivedwaived by Merger Sub in accordance with this Agreement, Purchaser shall, then at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer Expiration Time on one or more occasions for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each (or such longer or shorter period as the parties hereto may agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, however, that in no event Merger Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) End Date and the valid termination of this Agreement in accordance with Section 8.1 and (y) Agreement; provided further, that, if the first business day immediately following Minimum Tender Condition is the End Date; or (2) sole then-unsatisfied Offer Condition as of any Offer Expiration Time, so long as the Minimum Tender Condition remains as the sole unsatisfied Offer Condition, Merger Sub shall only be permitted required to extend the Offer beyond the Extension Deadline without the prior written consent Expiration Time for additional periods not to exceed an aggregate of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1twenty (20) Business Days.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, midnight (New York City time) on the 20th business day following date (the Offer Commencement “Initial Expiration Date, determined ”) that is twenty (20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and Act) after the Company) (such date commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or such any subsequent date to as of which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject scheduled to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Dateexpire, any Offer Condition is not satisfied and has not been waivedwaived (to the extent waivable in accordance with the terms hereof), Purchaser maysubject to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, in its discretion then Acquisition Sub shall extend (and without the consent of the Company or any other Person), extend re-extend) the Offer on and its expiration date beyond the Initial Expiration Date for one or more occasionsperiods, for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend ending no later than the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Outside Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition is the only Offer Condition that has not been satisfied or waived (to the extent waivable in no event shall Purchaser: accordance with the terms hereof), (1i) be required to Acquisition Sub shall, if and as requested by the Company in writing, extend the Offer and its expiration date beyond the earlier Initial Expiration Date for one or more periods, in consecutive increments of up to occur of ten (10) Business Days each, ending no later than the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; Outside Date or (2ii) be permitted to Acquisition Sub may extend the Offer and its expiration date beyond the Extension Deadline Initial Expiration Date for one period of up to ten (10) Business Days. In addition, notwithstanding the satisfaction of any or all of the Offer Conditions, if the Company either receives an Acquisition Proposal or delivers to Parent a Recommendation Change Notice ten (10) or fewer Business Days prior to the Initial Expiration Date or such other subsequent date as of which the Offer is scheduled to expire, and the Company provides Parent with a written request that Acquisition Sub extend the Offer, then Acquisition Sub shall extend the Offer and its expiration date to such date as is necessary to ensure the Offer does not expire until ten (10) Business Days from the date of such request, or for such shorter period as may be specified by the Company in such written request. Notwithstanding anything herein to the contrary, Acquisition Sub shall, without the prior written consent of the Company. Purchaser shall not terminate , extend the Offer prior to for any scheduled Expiration Date without the prior written consent period required by any rule, regulation, interpretation or position of the Company except SEC or its staff or any rule or regulation of the NYSE, in each case, applicable to the Offer. Only in the event that the exercise of the Top-Up would be insufficient to cause Parent to reach the Short-Form Threshold or the Top-Up is otherwise held by a court of competent jurisdiction to be unenforceable or is enjoined by such court, Acquisition Sub may, and the Offer Documents may reserve the right of Acquisition Sub to, extend the Offer for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in compliance with Rule 14d-11 promulgated under the Exchange Act and all other provisions of applicable securities laws immediately following the expiration of the Offer. Subject to the terms and conditions set forth in this Agreement is terminated and the Offer, Parent shall cause Acquisition Sub to, and Acquisition Sub shall, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as so extended by such subsequent offering period as promptly as reasonably practicable after any such shares of Company Common Stock are tendered during such subsequent offering period and in accordance any event in compliance with Section 8.1Rule 14e-1(c) promulgated under the Exchange Act.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Parent and Purchaser may, in its their sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; provided, however, that in no event shall Parent or Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; or “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the CompanyCompany or (3) be required to extend the Offer on more than two (2) occasions in consecutive periods of ten (10) business days each if, as of the applicable Expiration Date, (A) none of the Offer Documents, the Parent Schedule 13E-3, the Schedule 14D-9 or the Company Schedule 13E-3 is still being reviewed or commented on by the SEC and (B) all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition and conditions which by their nature are to be satisfied at the expiration of the Offer. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time is hereinafter referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, p.m. (New York City time) on the 20th business twentieth (20th) Business Day following (and including the day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration commencement of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”(determined pursuant to Exchange Act Rule 14d-1(g)(3)). Subject to the Partiesparties’ respective termination rights under to terminate this Agreement pursuant to Section 8.1: 7.01 and notwithstanding anything to the contrary in this Agreement, (i) Merger Sub shall, and BRF shall cause Merger Sub to, extend the Offer for (A) any period required by any applicable rule, regulation, interpretation or position of the SEC or the staff thereof or Nasdaq (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Per Share Amount) or as may be necessary to resolve any comments of the SEC or the staff or Nasdaq, in each case, as applicable to the Offer, the Schedule 14D-9, the Schedule 13E-3 or the Offer Documents; and (B) periods of up to ten (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under any foreign or domestic competition-related law shall have expired or been terminated; and (ii) if, as of the scheduled Expiration Date, the Minimum Tender Condition is not satisfied, at the request of the Company, Merger Sub shall, and BRF shall cause Merger Sub to, extend the Offer on one or more occasions for an additional period of up to ten (10) Business Days per extension; provided that if, as of the scheduled Offer Expiration Time, any Offer Condition is not satisfied and has not been waived, Purchaser Merger Sub may, in its discretion (and without the consent of the Company or any other Person), (x) extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; satisfied or (iiy) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of if the scheduled Offer Expiration Time is ten (10) or less Business Days before the End Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer until 11:59 p.m., New York City time, on one the day before the End Date (or more occasions for an additional period of up to ten business days per extension, such other date and time as the parties hereto may agree) to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: Merger Sub (1X) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) End Date or the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date 7.01, in each case, without the prior written consent of the Company except in or (Y) be required to extend the event that this Agreement is terminated in accordance with Section 8.1Offer beyond the then-existing Expiration Date for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) Business Days, if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Tender Condition and conditions which by their nature are to be satisfied at the expiration of the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one (1) minute following 11:59 p.m., Eastern Time, on the 20th business day date that is the twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1Article 9: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: for (A) any period required by any Legal RequirementLaw, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; Offer or Merger and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period specified by the Company of up to ten business days (10) Business Days per extension, to permit such Offer Condition or Offer Conditions to be satisfied; provided, however, that in no event shall Purchaser: Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) ): (x) the valid termination of this Agreement in accordance compliance with Section 8.1 Article 9 and (y) the first business day (1st) Business Day immediately following the End Date; Date or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Article 9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act, if applicable, shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten business days Business Days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions (other than the Offer Condition set forth in clause (e) of Annex I) have been satisfied or waived, at the written request of the Company, Purchaser shall extend the Offer on up to two occasions for an additional period of up to ten Business Days per such extension, to permit the Minimum Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day Business Day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with pursuant to Section 8.18.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, on the 20th business day following Initial Expiration Date. Notwithstanding anything to the Offer Commencement Date, determined as set forth contrary contained in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject but subject to the Parties’ respective termination rights under Section 8.18: (i) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for any period required by any Legal Requirement, or any interpretation or position of the SEC, its staff or the NYSE applicable to the Offer; (ii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, waived by Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedParent, Purchaser shall, at the request of the Companyand Parent shall cause Purchaser to, extend the Offer on one or more occasions for an additional period of up to ten (10) business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) per extension, extension to permit such Offer Condition to be satisfied, but if the sole then-unsatisfied Offer Condition is the Minimum Condition, Purchaser shall not be required to extend the Offer for more than two occasions in consecutive periods of ten (10) business days each (each such period to end at 11:59 p.m. Eastern Time on the last business day of such period) (or such other duration as may be agreed to by Parent and the Company); providedand (iii) if as of any scheduled Expiration Date (A) all of the Offer Conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Offer Acceptance Time, but which conditions would be capable of being satisfied as of such scheduled Expiration Date), (B) the full amount of the Debt Financing necessary to pay the Required Amount has not been funded and will not be available to be funded at the Offer Closing and at the Closing (other than as a result of a breach or failure to perform by Parent or Purchaser of any of their representations, warranties or covenants set forth in Sections 4.13 and 6.11) and (C) Parent and Purchaser irrevocably acknowledge and agree in writing that (1) the Company may terminate this Agreement pursuant to, and in accordance with Section 8.1(i) and receive the Parent Termination Fee pursuant to, and in accordance with Section 8.3 and (2) solely with respect to both (I) any payment of the Parent Termination Fee in accordance with subclause (1) of this Section 1.1(c)(iii)(C) and (II) Purchaser’s obligation, and Parent’s obligation to cause Purchaser, to consummate the Offer, including to accept and thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer and in accordance with this Section 1.1, all Offer Conditions set forth in clauses (b)(ii)-(v), (c) (other than Fraud or Willful Breach in respect of such Offer Conditions following the date of delivery of such notice), (e) (in respect of clauses (b)(ii)-(v) and (c) of Annex I) and (h) of Annex I will be deemed to have been irrevocably satisfied or waived from and at all times after the initial extension of the Offer pursuant to this Section 1.1(c)(iii), Purchaser may extend the Offer for successive periods of up to five (5) business days per extension (each such period to end at 11:59 p.m. Eastern Time on the last business day of such period) (or such other duration as may be agreed to by Parent and the Company), the length of each such period to be determined by Parent in its sole discretion, in order to permit the funding of the full amount of the Debt Financing necessary to pay the Required Amount. Notwithstanding the foregoing, in no event shall Purchaser: (1x) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2y) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that Extension Deadline unless this Agreement is validly terminated pursuant to Section 8. Nothing contained in accordance with this Agreement shall be deemed to impair, limit or otherwise restrict the right of each of the Parties to terminate this Agreement pursuant to Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is twenty (20) business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent (to the extent waivable by Purchaser or Parent), Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act and any foreign Antitrust Laws shall have expired or been satisfiedterminated; and (iii) if, as of the then-scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, waived (to the extent waivable by Purchaser shallor Parent), at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; and (iv) if, as of the then-scheduled Expiration Date, all Offer Conditions have been satisfied or waived (if permitted hereunder, and other than any such Offer Conditions that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be satisfied were the expiration of the Offer to occur at such time)), except that the Minimum Condition has not been satisfied as of the then-scheduled Expiration Date, then at the request of the Company, Purchaser shall, and in any event Purchaser in its sole discretion may, extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Minimum Condition to be satisfied, it being understood and agreed that the Purchaser shall not be required to extend the Offer pursuant to this clause (iv) on more than two (2) occasions, but may, in its sole and absolute discretion elect to do so; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (x) the termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is 20 business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1Article 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has not been waived) Purchaser shall, and Parent shall cause Purchaser may, in its discretion (and without the consent of the Company or any other Person)to, extend the Offer on one or more occasions, for an additional period periods of up to ten 10 business days per extensionextension (with each such period to end one minute after 11:59 p.m. Eastern Time on the last business day of such period) (or such other duration as may be agreed in writing by Parent and the Company), to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof, NASDAQ or the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: Purchaser (1A) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 Article 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; “Extension Deadline”) or (2B) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, Time on the 20th date that is twenty business day days following the Offer Commencement Datecommencement of the Offer, determined as set forth in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (Act, unless otherwise agreed to in writing by Parent and the Company) Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the Partiescontrary contained in this Agreement but subject to the parties’ respective termination rights under Section 8.18, Merger Sub: (ix) shall extend the Offer from time to time: (1) for any period required by any Law or any interpretation or position of the SEC applicable to the Offer; (2) for periods the length of which shall be specified by Merger Sub or Parent (not to exceed ten Business Days per extension) until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act will have expired or been terminated; and (3) at the request of the Company, if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Parent or Merger Sub, Purchaser mayfor periods the length of which shall be specified by Merger Sub or Parent (not to exceed ten Business Days per extension) to permit such Offer Condition to be satisfied and (y) may extend the Offer from time to time, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Parent or Merger Sub, Purchaser shall, at for periods the request length of the Company, extend the Offer on one which shall be specified by Merger Sub or more occasions for an additional period of up Parent (not to exceed ten business days Business Days per extension, ) to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) Merger Sub be required to extend the Offer beyond the earlier to occur of or permitted (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate ) to extend the Offer prior to any scheduled Expiration Date without a date later than the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Outside Date.

Expiration and Extension of the Offer. The Subject to the terms and conditions of this Agreement and the Offer, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m.midnight, Eastern New York Time, on the 20th date that is twenty (20) business day following days (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date the Offer Commencement is commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act)(the “Initial Expiration Date, determined as ”). Notwithstanding the foregoing or anything to the contrary set forth in Rule 14d-1(g)(3this Agreement, (i) and Rule 14e-1(aMerger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff of the SEC or the Nasdaq Global Select Market that is applicable to the Offer, (ii) under in the Exchange Act event that any of the conditions to the Offer set forth on Annex A hereto are not satisfied or waived as of any then scheduled expiration date of the Offer, Merger Sub shall extend the Offer for successive extension periods of not more than ten (unless otherwise agreed 10) Business Days each in order to in writing by Parent and permit the Company) satisfaction of the conditions to the Offer (such date the Initial Expiration Date, or such subsequent later date to which the expiration of the Offer is Initial Expiration Date has been extended pursuant to and in accordance with the terms of this Agreement, is referred to as the “Expiration Date”). Subject to ; provided, however, that notwithstanding the Parties’ respective termination rights under Section 8.1: foregoing clauses (i) ifand (ii) of this Section 2.1(d), as in no event shall Merger Sub be required to extend the Offer beyond the earlier to occur of (A) the scheduled Expiration date this Agreement is terminated pursuant to Section 10.1 hereof or (B) the date that is 180 days after the date hereof (the “Outside Date”); and provided further, that the foregoing clauses (i) and (ii) of this Section 2.1(d) shall not be deemed to impair, limit or otherwise restrict in any Offer Condition is not satisfied manner the right of Parent to terminate this Agreement pursuant to Section 10.1 hereof, and has not been waived, Purchaser (iii) Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on elect to provide for a subsequent offering period (and one or more occasions, for an additional period of up extensions thereof) in accordance with Section 2.1(f). Merger Sub shall not and Parent agrees that it shall cause Merger Sub not to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend terminate or withdraw the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for other than in connection with an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid effective termination of this Agreement in accordance with pursuant to Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.110.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such initial expiration date or such subsequent date to which the expiration of the Offer is extended in accordance with shall be the terms 20th Business Day following the commencement of this Agreement, the “Expiration Date”Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the Parties’ respective termination rights under Section 8.1: Merger Sub shall (and Parent shall cause Merger Sub to) (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any minimum period required by any Legal Requirementrule, any regulation, interpretation or position of the SEC, SEC or the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Dateto expire, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extensionBusiness Days each (or such longer period as the parties hereto may agree), to permit until such time as such Offer Condition to be satisfiedConditions shall have been satisfied or waived; provided, however, that in no event shall Purchaser: (1) Merger Sub shall not be required to extend the Offer beyond the earlier of the date of a Conversion Event (if exercising its rights pursuant to occur of (and in accordance with Section 1.3 with respect to such Conversion Event), the “Extension Deadline”) (x) Outside Date or the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be permitted required to extend the Offer beyond the Extension Deadline without the prior written consent for one or more additional periods of the Company. Purchaser at least five Business Days each but in no event shall not terminate Merger Sub or Parent be required to extend the Offer for more than twenty-five Business Days in the aggregate in such situation. The expiration date for the Offer, as the same may be extended from time to time, is referred to as the "Offer Expiration Date." The Offer may not be terminated prior to any scheduled Expiration Date without the prior written consent of the Company except its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(c)) unless this Agreement is validly terminated in accordance with Article VII or as may be required by applicable Law. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in accordance with Section 8.1any event within one Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following date (the Offer Commencement "Initial Expiration Date, determined ") that is no sooner than twenty (20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and Act) after the Company) (such date commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or such any subsequent date to as of which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject scheduled to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Dateexpire, any Offer Condition is not satisfied and has not been waivedwaived (to the extent waivable in accordance with the terms hereof), Purchaser maysubject to Parent's and the Company's right to terminate this Agreement pursuant to Section 10.1, in its discretion then Acquisition Sub shall extend (and without the consent of the Company or any other Person), extend re-extend) the Offer on and its expiration date beyond the Initial Expiration Date for one or more occasionsperiods, for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each, ending no later than the Outside Date (the length of each such period to be determined by Parent in its sole discretion subject to the foregoing conditions), to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable . Notwithstanding anything herein to the Offer; and (B) periods of up to ten business days per extensioncontrary, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser Acquisition Sub shall, at without the request consent of the Company, extend the Offer on one for any period required by any rule, regulation, interpretation or more occasions for an additional period position of up the SEC or its staff or any rule or regulation of the Nasdaq, in each case, applicable to ten business days per extension, to permit such Offer Condition to be satisfiedthe Offer; provided, however, that in no event if Acquisition Sub elects to increase the Offer Price it shall Purchaser: (1) be required to extend the Initial Expiration Date or such other subsequent date as of which the Offer beyond is scheduled to expire for the earlier minimum period required under the Securities Laws. If necessary to occur obtain sufficient shares of Company Common Stock (without regard to shares of Company Common Stock issuable upon the “Extension Deadline”exercise of the Top-Up or shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) to reach the Short-From Threshold, Acquisition Sub may, in its sole discretion, provide for a "subsequent offering period" (xand one or more extensions thereof) in accordance with Rule 14d-11 under the valid termination Exchange Act of up to ten (10) Business Days. Subject to the terms and conditions of this Agreement in accordance with Section 8.1 and the Offer, Acquisition Sub shall (yand Parent shall cause Acquisition Sub to) the first business day immediately following the End Date; or (2) be permitted accept for payment, and pay for, all shares of Company Common Stock that are validly tendered pursuant to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1during such "subsequent offering period".

Expiration and Extension of the Offer. The Offer shall initially be scheduled Subject to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the twentieth (20th) Business Day (calculated in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) after the date that the Offer is commenced (unless otherwise agreed to the “Initial Expiration Time”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in writing accordance with, this Section 1.1(c), or as may be required by Parent applicable Law, the time and the Company) (such date or such subsequent date to which the expiration of Offer has been so extended (the Initial Expiration Time, or such later time and date to which the Offer is extended in accordance with the terms of this Agreementhas been extended, the “Expiration DateTime”). Subject Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or Nasdaq applicable to the Parties’ respective termination rights under Section 8.1: Offer (iincluding in order to comply with Exchange Act Rule 14e-1(b) ifin respect of any change in the Offer Price). If, as of the any scheduled Expiration DateTime, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, Purchaser may, in its sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each (or such longer period as the parties hereto may agree in writing), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, that in no event however, that, without the Company’s written consent, Purchaser shall Purchaser: (1) be required to not extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) Outside Date and the valid termination of this Agreement in accordance with Section 8.1 7.1. If, (i) as of any Expiration Time, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived by Parent or Purchaser or (yii) as of any Expiration Time, all Offer Conditions have been satisfied or waived by Parent or Purchaser other than the first business day immediately following the End Date; or Minimum Condition, then on every occasion under clause (i) and on not more than two (2) occasions under clause (ii), in each case at the request of the Company, Purchaser shall extend the Offer for an additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree in writing) to permit such Offer Condition(s) to be permitted satisfied; provided that if, at or prior to any Expiration Time, Parent delivers a notice (a “Financing Extension Notice”) to the Company representing that the full amount of the Debt Financing has not been funded and would not be available to be funded at the consummation of the Offer if the Expiration Time were not extended, Purchaser may extend (and re-extend) the Offer for one or more periods, in consecutive increments of up to ten (10) Business Days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to permit the funding of the Debt Financing; provided, however, that, without the Company’s prior written consent, Purchaser shall not extend the Offer, and without Purchaser’s prior written consent, Purchaser shall not be required to extend the Offer Offer, in each case beyond the Extension Deadline without the prior written consent earlier of the Company. Purchaser shall not terminate Outside Date and the Offer prior to any scheduled Expiration Date without the prior written consent termination of the Company except in the event that this Agreement is terminated in accordance with Section 8.17.1.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following date (the Offer Commencement “Initial Expiration Date, determined ”) that is twenty (20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and Act) after the Company) (such date commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or such any subsequent date to as of which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject scheduled to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Dateexpire, any Offer Condition is not satisfied and or, to the extent waivable in accordance with the terms hereof, has not been waivedwaived by Parent or Acquisition Sub, Purchaser mayAcquisition Sub shall, in its discretion subject to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, extend (and without the consent of the Company or any other Person), extend re-extend) the Offer on and its expiration date beyond the Initial Expiration Date for one or more occasionsperiods, for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each, to permit the length of each such Offer Condition period to be satisfied; determined by Parent in its sole discretion (ii) Purchaser shall extend or such longer period as the Offer from time to time for: (A) any period required by any Legal RequirementParties hereto may agree), any interpretation or position of ending no later than the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Outside Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition is the only Offer Condition that has not been satisfied or waived (to the extent waivable in no event shall Purchaser: (1) be required accordance with the terms hereof), Acquisition Sub shall, subject to Parent’s right to terminate this Agreement pursuant to Section 10.1, if requested by the Company in writing, extend the Offer and its expiration date beyond the earlier any then scheduled expiration date for one or more periods not to occur exceed an aggregate of twenty (20) Business Days (the “Extension DeadlineExtended Expiration Date”), the length of each such period (which is not to be less than five (5) Business Days) to be determined by Parent in its sole discretion (or such longer period as the Parties hereto may agree), ending no later than the Outside Date, to permit the Minimum Tender Condition to be satisfied. Notwithstanding the foregoing or anything else in this Agreement (including Annex I) to the contrary, if all of the Offer Conditions (or all of the Offer Conditions other than the Minimum Tender Condition) have been satisfied as of 4:01 pm ET on the Business Day immediately preceding the Initial Expiration Date, (x) the valid termination Company shall, upon the request of this Agreement Parent, deliver to Parent a certificate, executed on behalf of the Company by the chief executive officer or the chief financial officer of the Company certifying that none of the conditions set forth in accordance with Section 8.1 clauses (c)(ii), (c)(iii), and (c)(iv) of Annex I shall have occurred and be continuing as of such date and time and (y) the first business day immediately following the End Date; or (2) be permitted to Acquisition Sub may extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled the expiration thereof for one period not to exceed ten (10) Business Days from the Initial Expiration Date without Date, provided that, (i) Parent and Acquisition Sub shall, prior to the public announcement of such extension, irrevocably waive (A) all of the Offer Conditions (other than (1) the Minimum Tender Condition, which may be waived by Parent and Acquisition Sub only with the prior written consent of the Company except and (2) the condition set forth in clause (c)(i) of Annex I) and the event that this Offer shall thereafter be conditioned only upon the satisfaction of the Minimum Tender Condition and the condition set forth in clause (c)(i) of Annex I, (B) the termination right of Parent set forth in Section 10.1(e) and (C) the condition to the Merger set forth in Section 9.1(b), and (ii) the total, aggregate funds necessary to consummate the Offer and the Merger shall, prior to the public announcement of the extension, have been deposited into an escrow account pursuant to an Acceptable Escrow Agreement is terminated and the release of such funds to the account of the depositary for the Offer and the Exchange Fund, as applicable, to pay the aggregate consideration payable in accordance connection with Section 8.1the Offer and the Merger shall be conditioned only upon the occurrence of the Acceptance Time. Notwithstanding anything herein to the contrary, Acquisition Sub shall, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or any rule or regulation of Nasdaq, in each case, applicable to the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., 9:00 a.m. Eastern Time, Time on the 20th date that is twenty-one (21) business day days following the Offer Commencement Date, Date (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the CompanyAct) (the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser Merger Sub shall extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (Biii) periods Merger Sub shall have the right in its sole discretion to extend the Offer beyond any then-scheduled expiration of the Offer for one or more consecutive increments of up to ten five (5) business days per extensioneach, until the Regulatory length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Company may mutually agree) to the extent (x) Parent and Merger Sub shall have waived the Financing Proceeds Condition, (y) all of the Offer Conditions other than the Financing Proceeds Condition have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Expiration Date, but subject to the satisfaction or waiver of such conditions) and (z) the Debt Financing (or any alternative financing contemplated by Section 6.11) has not actually been received by Merger Sub or Parent, and the lenders party to the Debt Commitment Letter (or to the commitments with respect to any alternative financing) have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or alternative financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger will be available at the anticipated Acceptance Time on the terms and conditions set forth in the Debt Commitment Letter (or alternative financing commitments) and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); (iv) if (x) the Financing Proceeds Condition has been satisfied; satisfied or waived less than five (5) business days prior to the then-scheduled expiration of the Offer (including the then-scheduled expiration date of the Offer) and (iiiy) all of the other Offer Conditions have been satisfied or waived at the then scheduled expiration of the Offer, then Merger Sub and Parent shall have a one-time right to extend the Offer pursuant to this sentence and such extension shall be for a period of up to five (5) business days, and (v) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, to permit such Offer Condition to be satisfied; providedsatisfied or waived. Notwithstanding anything to the contrary in this Section 1.1(c), that in no event shall PurchaserMerger Sub: (1) be required to accept for payment, and pay for, Shares validly tendered (and not withdrawn) pursuant to the Offer until the Marketing Period shall have been completed; (2) be required to extend the Offer beyond the earlier earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 and 8, (y) three (3) business days after the first business day immediately following Proxy Statement Clearance Date and (z) the End Date; or (23) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with pursuant to Section 8.18.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is 20 business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1‎Article 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has not been waived) Purchaser shall, and Parent shall cause Purchaser may, in its discretion (and without the consent of the Company or any other Person)to, extend the Offer on one or more occasions, for an additional period periods of up to ten 10 business days per extensionextension (with each such period to end one minute after 11:59 p.m. Eastern Time on the last business day of such period) (or such other duration as may be agreed in writing by Parent and the Company), to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof, NASDAQ or the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: Purchaser (1A) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 ‎Article 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; “Extension Deadline”) or (2B) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, PM (New York City time) on the 20th business day following the Offer Commencement Date, twentieth (20th) Business Day (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless otherwise agreed to in writing by Parent and Act) following the Company) (such date or such subsequent date to which the expiration commencement of the Offer is extended in accordance with (within the terms meaning of this Agreement, Rule 14d-2 promulgated under the “Expiration Date”Exchange Act). Subject to the Partiesparties’ respective termination rights under Section 8.1: Article VII, Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for the minimum period required by any applicable Law, interpretation or position of the SEC or the staff thereof applicable to the Offer and (ii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Dateto expire, any Offer Condition is shall not have been satisfied and has not been waived, Purchaser may, in its discretion or waived (and without the consent of the Company or any other Personif permitted hereunder), extend the Offer on one or more occasions, for an additional period occasions in consecutive increments of up to ten business days per extension, to permit (10) Business Days each (or such Offer Condition to be satisfied; (iilonger period as the parties hereto may agree) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Dateits terms; or (2) provided, however, that Merger Sub shall not be permitted required to extend the Offer beyond to a date later than the Extension Deadline without Outside Date. The expiration date for the prior written consent of Offer, as the Company. Purchaser shall same may be extended from time to time, is referred to as the “Offer Expiration Date.” The Offer may not terminate the Offer be terminated prior to any the then-scheduled Offer Expiration Date without the prior written consent of the Company except unless this Agreement is validly terminated in accordance with Article VII. In the event that this Agreement is terminated pursuant to Article VII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in accordance with Section 8.1any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is 20 business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has not been waived), Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period periods of up to ten 10 business days per extension, to permit such Offer Condition to be satisfied; (ii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for additional periods specified by the Company of up to 10 business days per extension (or such other period as the Parties may agree), to permit such Offer Condition to be satisfied; and (iii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any the minimum period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; Offer and (B) periods of up to ten 10 business days per extension, until any waiting period (and any extension thereof) applicable to and necessary for the Regulatory Condition has been satisfied; and (iii) if, as consummation of the scheduled Expiration Date, any Offer Condition is not satisfied and has not under the HSR Act shall have expired or been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfiedterminated; provided, however, that in no event shall Purchaser: Parent or Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; or “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate Company or (3) be required to extend the Offer prior to any scheduled beyond the then-existing Expiration Date without the prior written consent for more than three (3) consecutive additional periods not to exceed an aggregate of thirty (30) business days, if, as of the Company except in applicable Expiration Date, all of the event that this Agreement is terminated in accordance with Section 8.1Offer Conditions are satisfied or have been waived other than the Minimum Condition and conditions which by their nature are to be satisfied at the expiration of the Offer.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following date (the Offer Commencement “Initial Expiration Date, determined ”) that is twenty (20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed Act) after the commencement of the Offer. Notwithstanding the foregoing, subject, in each case, to in writing by Parent Parent’s and the Company) (such date ’s right to terminate this Agreement pursuant to Section 10.1, if, on the Initial Expiration Date or such any subsequent date to as of which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject scheduled to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Dateexpire, any Offer Condition is not satisfied and has not been waivedwaived (to the extent waivable in accordance with the terms hereof), Purchaser may, in its discretion then Acquisition Sub shall extend (and without the consent of the Company or any other Person), extend re-extend) the Offer on and its expiration date beyond the Initial Expiration Date for one or more occasionsperiods, for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend ending no later than the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Outside Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition and conditions which by their nature are to be satisfied at the expiration date are the only Offer Conditions that have not been satisfied or waived (to the extent waivable in accordance with the terms hereof), (i) Acquisition Sub shall, if and as requested by the Company in writing, extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no event later than the Outside Date or (ii) if the Company shall Purchaser: not have requested such an extension in writing, Acquisition Sub may extend (1and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date. Notwithstanding anything herein to the contrary, Acquisition Sub shall, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff, any rule or regulation of the Nasdaq, or any applicable Law or Order, in each case, applicable to the Offer; provided, for the avoidance of doubt, that if Acquisition Sub elects to increase the Merger Consideration, it shall be required to extend the Offer beyond the earlier to occur Initial Expiration Date or such other subsequent date as of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend which the Offer beyond is scheduled to expire for the Extension Deadline without minimum period required under the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1securities Laws.

Expiration and Extension of the Offer. The Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall initially be scheduled to expire at one minute following 11:59 p.m., p.m. Eastern Time, on the 20th business day twentieth (20th) Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date or such subsequent date and time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, if permitted hereunder and under applicable Laws, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period periods of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any the minimum period required by any Legal Requirement, Law or any interpretation or position of the SEC, the SEC or its staff thereof or Nasdaq or its staff, in each case, applicable to the Offer; and (B) periods of up to ten business days (10) Business Days per extension, until any waiting period (and any extension thereof) applicable to the Regulatory Condition has consummation of the Offer under the HSR Act shall have expired or been satisfiedterminated; and (iii) if, as of the scheduled Expiration Date, (A) any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfied or (B) the Minimum Condition is not satisfied, at the request of the Company, Purchaser shall extend the Offer on up to two occasions for additional periods specified by the Company of up to ten (10) Business Days per extension, to permit the Minimum Condition to be satisfied; provided, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., p.m. Eastern Time, Time on the 20th date that is 20 business day following the Offer Commencement Date, days (determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1Article 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has not been waived) Purchaser shall, and Parent shall cause Purchaser may, in its discretion (and without the consent of the Company or any other Person)to, extend the Offer on one or more occasions, for an additional period periods of up to ten 10 business days per extension, to permit such Offer Condition to be satisfied; and (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extensionprovided, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; providedhowever, that in no event shall Purchaser: Purchaser (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 Article 8 and (y) the first business day immediately following End Date (such earlier occurrence, the End Date; “Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The initial Offer shall initially be Expiration Time is scheduled to expire at one minute following 11:59 p.m., Eastern Time, pm (New York City time) on the 20th twentieth (20th) business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration commencement of the Offer; provided that the Offer will not expire prior to July 1, 2020, and if such twentieth (20th) business day is extended in accordance with the terms of this Agreementa date prior to July 1, 2020, the “Expiration Date”)Offer will expire on the first business day on or after July 1, 2020. Subject to The Merger Agreement requires that Purchaser will, and Parent will cause Purchaser to, extend the Parties’ respective termination rights under Section 8.1: Offer (i) if, if as of the any then-scheduled Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waived, waived by Parent or Purchaser may, in its discretion (and without to the consent of extent permitted under the Company or any other Person), extend the Offer Merger Agreement) (A) on one or more occasions, for an additional period occasions in consecutive increments of up to ten business days per extensioneach (or such longer or shorter period as may be agreed by the parties) or (B) if any then-scheduled Offer Expiration Time is ten or fewer business days before the End Date (as defined below), to permit until 11:59 p.m., New York City time, on the day before the End Date (or such Offer Condition to be satisfied; other date and time as the parties may agree), and (ii) Purchaser shall extend the Offer from time to time for: (A) for any period required by any Legal Requirementapplicable rule, any regulation, interpretation or position of the SEC, SEC or the staff thereof or Nasdaq or as may be necessary to resolve any comments of the SEC or the staff or Nasdaq, in each case, as applicable to the Offer, the Schedule 14D-9 or the Offer Documents; and (B) periods of up to ten business days per extensionprovided that, until in each case, without the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedCompany's written consent, Purchaser shall, at the request of the Company, will not extend the Offer on one or more occasions for an additional period of up to ten business days per extensionand, to permit such Offer Condition to be satisfied; providedwithout Parent's prior written consent, that in no event shall Purchaser: (1) Purchaser will not be required to extend the Offer Offer, in each case beyond the earlier to occur of (the “Extension Deadline”) (x) End Date or the valid termination of this the Merger Agreement. As promptly as practicable following the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), Purchaser will merge with and into the Company, and the Company will survive the Merger as a direct, wholly owned subsidiary of Parent. At the Effective Time, the separate corporate existence of Purchaser will cease and the Company will continue as the surviving corporation in the Merger (the "Surviving Corporation"). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares that immediately prior to the Effective Time are owned by the Company, Parent, Purchaser, any other wholly owned subsidiary of Parent or Purchaser or any wholly owned subsidiary of the Company or that are held in the Company's treasury and (ii) Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Company stockholder who is entitled to demand appraisal and who has properly demanded appraisal of such shares under Delaware law) will be automatically converted into the right to receive the Merger Consideration in an amount equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding taxes. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time will be amended and restated in its entirety as set forth on the form of the certificate of incorporation attached to the Merger Agreement as Exhibit A. The bylaws of Purchaser as in effect Table of Contents immediately prior to the Effective Time will be amended and restated to be in the form of the bylaws of Purchaser as in effect immediately prior to the Effective Time, except (i) that all references therein to Purchaser will be amended to become references to the Surviving Corporation and (ii) for any changes as will be necessary to reflect certain indemnification obligations contemplated by the Merger Agreement. The directors and officers of Purchaser immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in accordance with Section 8.1 and (y) applicable law or until their earlier death, resignation or removal in accordance with the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent organizational documents of the CompanySurviving Corporation. Purchaser shall not terminate The Merger Agreement provides the Offer prior to any scheduled Expiration Date Merger will be effected under Section 251(h) of the DGCL and will be effected without the prior written consent a vote of the Company except in the event that this Agreement is terminated in accordance with Section 8.1stockholders.

Expiration and Extension of the Offer. The initial expiration date of the Offer (the “Initial Expiration Date”) shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, p.m. (New York City time) on the 20th business day later of (i) the twentieth (20th) Business Day following the commencement of the Offer Commencement Date, (determined as set forth in using Rule 14d-1(g)(3) and Rule 14e-1(a) 14d-2 under the Exchange Act Act) and (ii) the No-Shop Period Start Date, unless otherwise agreed to the Initial Expiration Date has been extended pursuant to, and in writing accordance with, the provisions of this Section 2.1(c) or as required by Parent and applicable law or the Company) interpretations of the SEC (such date the Initial Expiration Date or such subsequent later time and date to on which the expiration of the Offer is Initial Expiration Date has been extended pursuant to, and in accordance with the terms of this Agreement, the “Expiration Date”). Subject to the Partiesparties’ respective termination rights under Section 8.1: to terminate this Agreement pursuant to Article VIII and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition), Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time (i) as required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and (ii) if, as of the then-scheduled Expiration Date, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extension, to permit five (5) Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) each (or such Offer Condition to be satisfiedlonger period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Purchaser: (1) Merger Sub be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) Termination Date or the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or Article VIII, (2) if, at any otherwise scheduled Expiration Date, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be permitted required to extend the Offer beyond in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the Extension Deadline without aggregate (or such other period as the prior written consent parties hereto may agree), (3) Merger Sub may extend the Offer for up to five (5) Business Days in order to determine whether the Offer Condition set forth in clause (c) of Exhibit A has been satisfied, and (4) Merger Sub shall extend the CompanyOffer if requested by the Company Board, or may extend the Offer at its election, in accordance with Section 5.3 for the number of Business Days provided therein. Purchaser The Offer shall not terminate the be extended by Merger Sub except as specifically provided in this Section 2.1(c). The Offer may not be terminated prior to any scheduled its Expiration Date without the prior written consent of the Company except (as such Expiration Date may be extended and re-extended in accordance with this Section 2.1(c)) unless this Agreement is validly terminated in accordance with Article VIII. In the event that this Agreement is terminated pursuant to Article VIII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in accordance with Section 8.1any event within one (1) Business Day after such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one (1) minute following after 11:59 p.m., Eastern TimeNew York City time, on the 20th business twentieth (20th) Business Day following (and including the day following of) commencement of the Offer Commencement Date, (determined as set forth in pursuant to Rule 14d-1(g)(3) under the Exchange Act). Subject to the rights of the parties to terminate this Agreement pursuant to and in accordance with Article VIII: (i) Merger Sub shall be required to, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or NYSE American applicable to the Offer (including in order to comply with Rule 14e-1(a14e-1(b) under the Exchange Act in respect of any change in the Offer Price) and (unless otherwise agreed to ii) Merger Sub may, in writing by Parent and its sole discretion (without the consent of the Company), and if requested by the Company, Merger Sub shall (and Parent shall cause Merger Sub to) (such date or such subsequent date to which the expiration of extend the Offer on one or more occasions for any period, if, as of any Offer Expiration Time, any Offer Condition is extended not satisfied or waived in accordance with the terms of this Agreement, until such time as all Offer Conditions are satisfied or waived; provided, that if the “Expiration Date”). Subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any sole such unsatisfied Offer Condition is the Minimum Tender Condition, Merger Sub shall not, and shall not satisfied and has not been waived, Purchaser may, in its discretion be required to (and without the consent of the Company or any other PersonParent shall not be required to cause Merger Sub to), extend the Offer on one or for more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; than six (ii6) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) occasions in consecutive periods of up to ten business days per extensionfive (5) Business Days each (or such longer or shorter period as the parties hereto may agree in writing); provided, until the Regulatory Condition has been satisfied; and (iii) further, that if, as of any then-scheduled Offer Expiration Time, all of the scheduled Offer Conditions other than the occurrence of the No-Shop Period Start Date (and other than those conditions that by their nature are to be satisfied at the Offer Expiration DateTime) have been satisfied or waived in accordance with the terms hereof, any Offer Condition is not satisfied and has not been waived, Purchaser Merger Sub shall, at the request of the Companyand Parent shall cause Merger Sub to, extend the Offer until one minute after 11:59 p.m. (New York City time) on one or more occasions for an additional period of up the day prior to ten business days per extensionthe No-Shop Period Start Date or, to permit if such Offer Condition to be satisfied; provideddate is not a Business Day, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Business Day thereafter.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute following 11:59 p.m.9 A.M. (Philadelphia, Eastern Time, Pennsylvania time) on the 20th business twenty-first (21st) Business Day following (and including the day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration commencement of the Offer is extended in accordance (determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer Expiration Time at any time with the terms Company’s written consent. Merger Sub may, without the Company’s consent, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of this Agreement, the “Expiration Date”). Subject SEC or the staff thereof or NYSE applicable to the Parties’ respective termination rights under Section 8.1: Offer (iincluding in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or (ii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period occasions in consecutive increments of up to ten business days per extension(10) Business Days each (or such longer or shorter period as the parties hereto may agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; (ii) Purchaser provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position beyond the earlier of the SECEnd Date and the termination of this Agreement. Without limiting the rights of the parties to terminate this Agreement pursuant to and in accordance with ARTICLE 8, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waivedwaived by Merger Sub in accordance with this Agreement, Purchaser shall, then at the written request of the Company, Merger Sub shall extend the Offer Expiration Time on one or more occasions for an additional period in consecutive increments of up to ten business days per extension(10) Business Days each (or such longer or shorter period as the parties hereto may agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, however, that in no event Merger Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) End Date and the valid termination of this Agreement in accordance with Section 8.1 and (y) Agreement; provided, further, that, if the first business day immediately following Minimum Tender Condition is the End Date; or (2) sole then unsatisfied Offer Condition as of any Offer Expiration Time, so long as the Minimum Tender Condition remains as the sole unsatisfied Offer Condition, Merger Sub shall only be permitted required to extend the Offer beyond the Extension Deadline without the prior written consent Expiration Time for additional periods not to exceed an aggregate of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1thirty (30) Business Days.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such initial expiration date or such subsequent date to which the expiration of the Offer is extended in accordance with shall be 12:00 midnight (New York City time) on the terms twentieth (20th) Business Day following the commencement of this Agreement, the “Expiration Date”Offer (determined using Exchange Act Rule 14d-1(g)(3)). Subject to the Partiesparties’ respective termination rights under Section 8.1: to terminate this Agreement pursuant to Article IX and Parent’s and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition and the Majority of the Minority Tender Condition), Parent and Merger Sub shall (i) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any minimum period required by any Legal Requirementrule, any regulation, interpretation or position of the SEC, SEC or the staff thereof or Nasdaq applicable to the Offer; , and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled Expiration Dateto expire, any Offer Condition is shall not have been satisfied and has not been or waived, Purchaser shall, at the request of the Company, extend the Offer on one or more occasions for an additional period in consecutive increments of up to ten business days per extension, to permit five (5) Business Days each (or such Offer Condition to be satisfiedlonger period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Purchaser: (1) Parent and Merger Sub be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) Outside Date or the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or Article IX, (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition and/or the Majority of the Minority Tender Condition shall have been satisfied or waived, Parent and Merger Sub shall in such situation be permitted required to extend the Offer beyond in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the Extension Deadline without aggregate (or such other period as the prior written consent parties hereto may agree), (3) Parent and Merger Sub may extend the Offer for up to five (5) Business Days in order to determine whether the Offer Condition set forth in clause (e) of Exhibit A has been satisfied, (4) Parent and Merger Sub shall extend the CompanyOffer if requested by the Special Committee, or may extend the Offer at their election, in accordance with the last sentence of Section 7.02(c) for the number of Business Days provided therein, and (5) Parent and Merger Sub may extend the Offer for up to twenty (20) days in order to deliver any required notices to the NYSE in connection with the payment of distributions on outstanding Parent Preferred Units. Purchaser The Offer shall not terminate the be extended by Parent and Merger Sub except as specifically provided in this Section 2.01(c). The Offer may not be terminated prior to any scheduled Expiration Date without the prior written consent of the Company except its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.01(c)) unless this Agreement is validly terminated in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled expiration thereof, Parent and Merger Sub shall promptly (and in accordance with Section 8.1any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, on the 20th business day Business Day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless a subsequent date is otherwise agreed to in writing by Parent the Purchaser and the Company) (such date or such subsequent date to which the expiration of “Expiration Time”), unless the Offer is extended in accordance with the terms herein, in which event the term “Expiration Time” shall mean the time to which the initial expiration time of the Offer is so extended. Notwithstanding anything to the contrary in this Agreement, the “Expiration Date”). Subject but subject to the Partiesparties’ respective termination rights under Section 8.19.01: (i) if, as of the scheduled Expiration DateTime, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfiedsatisfied (it being understood that, for the avoidance of doubt, the Offer may not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived in accordance with the terms of this Agreement); (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Legal RequirementApplicable Law, any interpretation or position of the SEC, the staff thereof or Nasdaq NYSE applicable to the Offer; and (B) periods of up to ten business days (10) Business Days per extension, until the Regulatory Condition has been satisfied; satisfied and (iii) if, as of the scheduled Expiration DateTime, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Purchaser shall, at the request of the Company, Purchaser shall, extend the Offer on one or more occasions for an additional period specified by Purchaser of up to ten business days (10) Business Days per extension, to permit such Offer Condition to be satisfiedsatisfied (it being understood that, for the avoidance of doubt, the Offer may not be extended pursuant to this clause (iii) if all Offer Conditions have been satisfied or waived in accordance with the terms of this Agreement); provided, that in no event shall Purchaser: (1) extend or be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 9.01 and (y) the first business day Business Day immediately following the End Date; or (2) be permitted to extend provided, further, that if, at the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any then-scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated Time, a party brings or shall have brought any Proceeding in accordance with Section 8.110.02 to enforce specifically the performance of the terms and provisions of this Agreement, Purchaser shall extend the Expiration Time (A) for the period during which such Proceeding is pending or (B) by such other time period established by the Governmental Authority presiding over such Proceeding, as the case may be.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at one minute following 11:59 p.m., Eastern Time, midnight (New York City time) on the 20th business Business Day following (and including the day following the Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3of) and Rule 14e-1(a) under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (such date or such subsequent date to which the expiration commencement of the Offer is extended in accordance (determined pursuant to Exchange Act Rule 14d-1(g)(3)). Merger Sub may extend the Offer Expiration Time at any time with the terms Company’s written consent. Merger Sub may, without the Company’s consent, (i) extend the Offer for any period required by any Applicable Law or interpretation or position of this Agreement, the “Expiration Date”). Subject SEC or the staff thereof or NYSE applicable to the Parties’ respective termination rights under Section 8.1: Offer (iincluding in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price) or (ii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period occasions in consecutive increments of up to ten business days per extension10 Business Days each (or such longer period as the parties hereto may mutually agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; (ii) Purchaser provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position beyond the earlier of the SECEnd Date and the termination of this Agreement. Without limiting the rights of the parties to terminate this Agreement pursuant to and in accordance with Article 8, the staff thereof or Nasdaq applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iii) if, as of the scheduled any Offer Expiration DateTime, any Offer Condition is not satisfied and has not been waivedwaived by Merger Sub in accordance with this Agreement, Purchaser shall, at the request of the Company, Merger Sub shall extend the Offer Expiration Time on one or more occasions for an additional in consecutive increments of 10 Business Days each (or such longer period of up to ten business days per extensionas the parties hereto may mutually agree), to permit until such time as all Offer Condition to be satisfiedConditions are satisfied or waived; provided, however, that in no event Merger Sub shall Purchaser: (1) not be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at one minute following after 11:59 p.m., Eastern Time, on the 20th date that is twenty (20) business day following the Offer Commencement Date, determined days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date,” and such date or such subsequent date to which the expiration Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Subject Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8.18: (i) ifPurchaser shall, as of the scheduled Expiration Dateand Parent shall cause Purchaser to, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; and (iiiii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waivedwaived by Purchaser or Parent, to the extent waivable by Purchaser or Parent, Purchaser shall, at the request of the Company, and Parent shall cause Purchaser to extend the Offer on one or more occasions for an additional period of up to ten (10) business days per extension, extension to permit such Offer Condition to be satisfied; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.1 8 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to any scheduled Expiration Date the Extension Deadline without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1Company.