Terms of the Offer Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Merger Sub will purchase all Company Common Shares validly tendered and not properly withdrawn in accordance with the procedures set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, on or prior to the Expiration Time. The "Expiration Time" is 12:01 a.m., Eastern time, on Wednesday, November 25, 2015, unless Merger Sub determines or is required to extend the period of time for which the initial offering period of the Offer is open, in which case the Expiration Time will be the time and date at which the initial offering period of the Offer, as so extended, will expire. The Merger Agreement provides that, subject to certain limitations and unless the Merger Agreement is terminated, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to 10 business days if, at the then-scheduled Expiration Time, any of the conditions to the Offer set forth in Section 15—"Conditions of the Offer" of this Offer to Purchase have not been satisfied or, to the extent permitted, waived by Parent or Merger Sub. The Merger Agreement provides that Merger Sub will (and Parent will cause Merger Sub to) also extend the Offer for any period required by any rule, regulation, or other requirement of the SEC (or its staff) that is applicable to the Offer or any Nasdaq Global Select Market Rule that is applicable to the Offer. The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the Regulatory Condition. Consummation of the Offer is also conditioned upon the satisfaction or waiver of other conditions set forth in Section 15—"Conditions of the Offer" of this Offer to Purchase. In the event that Merger Sub waives any condition set forth in Section 15—"Conditions of the Offer" of this Offer to Purchase, the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to stockholders of the Company, require that the Offer remain open for an additional period of time and that Parent and Merger Sub disseminate information concerning such waiver. Merger Sub acknowledges that Rule 14e-1(c) under the Exchange Act requires Merger Sub to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer. Following Merger Sub's acceptance and payment for Shares tendered in the Offer, Merger Sub may in order to enable it to acquire 90% of the Shares then outstanding, provide for a subsequent offering period (and one or more extensions thereof) as provided in Rule 14d-11 under the Exchange Act. A subsequent offering period, if one is provided, will allow stockholders of the Company to tender Shares after the Expiration Time and receive the same consideration that was paid in the Offer. In a subsequent offering period, if one is provided, Shares may be tendered in the Offer (except that Shares tendered may not be withdrawn) and Merger Sub will immediately accept and promptly pay for Shares as they are tendered. Pursuant to Rule 14d-7(a)(2) under the Exchange Act, withdrawal rights do not apply to Shares tendered during a subsequent offering period. In the event that Merger Sub elects to provide a subsequent offering period, it will provide an announcement to that effect along with the results of the Offer to a national news service no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. The Expiration Time for the Offer is currently scheduled for 12:01 a.m., Eastern time, on Wednesday, November 25, 2015. Parent and Merger Sub reserve the right, in accordance with applicable rules and regulations of the SEC and with the Merger Agreement, to increase the Offer Price, waive any condition to the Offer (except the Minimum Condition or the Termination Condition) or make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by the Merger Agreement or previously approved by the Company in writing, Merger Sub is not permitted to: • decrease the Offer Price; • change the form of consideration to be paid in the Offer; • reduce the number of Company Common Shares sought to be purchased in the Offer; • waive, amend, modify or otherwise change the Minimum Condition or the Termination Condition; • amend, modify or otherwise change any other conditions of the Offer (other than the Minimum Condition or the Termination Condition) in a manner that adversely affects or reasonably could adversely affect the holders of Shares in any material respect; • impose conditions to the Offer in addition to those set forth in Section 15—"Conditions of the Offer" of this Offer to Purchase; or • extend the Offer other than as required or permitted or required by the Merger Agreement. If, prior to the Expiration Time, Merger Sub increases the Offer Price offered to holders of Shares in the Offer, Merger Sub will pay the increased price to all holders of Shares from whom Merger Sub purchases Shares in the Offer, whether or not Shares were tendered before the increase in price. As of the date of this Offer to Purchase, Merger Sub has no intention to increase the Offer Price. The rights Merger Sub reserves in the preceding paragraph are in addition to its rights pursuant to Section 15—"Conditions of the Offer" of this Offer to Purchase. Any extension, waiver or amendment of the Offer, delay in acceptance for payment or payment, or termination of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of material changes), and without limiting the manner in which Merger Sub may choose to make any public announcement, Merger Sub will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw such stockholder's Shares. If Merger Sub makes a material change in the terms of the Offer, or if Merger Sub waives a material condition to the Offer, Merger Sub will extend the Offer and disseminate additional tender offer materials to the extent required by applicable law and the applicable regulations of the SEC. The minimum period during which the Offer must remain open following material changes in the terms of the Offer, other than a change in price or a change in percentage of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC's view, a tender offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and, if material changes are made with respect to information that relates to the price and the percentage of securities sought, a minimum of 10 business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum 10 business day period from the date of the change is generally required to allow for adequate dissemination to stockholders. Accordingly, if, prior to the Expiration Time, Merger Sub decreases the number of Shares being sought, or increases or decreases the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of the increase or decrease is first published, sent or given to stockholders of the Company, Merger Sub will extend the Offer at least until the expiration of that 10 business day period. Notwithstanding the foregoing, as described above, Merger Sub is not permitted to decrease the Offer Price or reduce the number of Shares sought to be purchased in the Offer without the prior written approval of the Company. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or a United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. The Company has provided Parent and Merger Sub with its stockholder lists and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase, the related Letter of Transmittal and other relevant materials will be mailed to record holders of Shares, and will be furnished to brokers, dealers, commercial banks, trust companies or other nominees whose names appear on the security holder lists or, if applicable, that are listed as participants in a clearing agency's security position listing, for forwarding to beneficial owners of Shares.