Common use of Procedures for Tendering Shares Clause in Contracts

Procedures for Tendering Shares. Except as set forth below, to tender Shares in the Offer, either (a) the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents that the Letter of Transmittal requires, and (ii) certificates for the Shares to be tendered or confirmation of the book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility, or (b) you must comply with the guaranteed delivery procedures set forth below. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares — Guaranteed Delivery” may do so using the Notice of Guaranteed Delivery circulated herewith, however, any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually received prior to the Effective Time will not count toward satisfaction of the Minimum Condition.

Procedures for Tendering Shares. Except as set forth belowIf you wish to accept the Offer and you are a record holder (i.e., a stock certificate or book-entry has been issued to tender or entered for you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in the Offer, either (a) the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) for book-entry transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Sharesduly executed, and any other documents that the Letter of Transmittal requires, and (ii) certificates for the Shares to be tendered or confirmation of the book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility, or (b) you must comply with the guaranteed delivery procedures set forth below. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal, to American Stock Transfer & Trust Company, LLC, the depository for the Offer (the “Depositary”). These materials must reach the Depositary before the Expiration Date. You will not be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of your Shares by Purchaser. If you are a record holder, but your stock certificate or book-entry is not available or you cannot deliver or transfer it to the Depositary before the Expiration Date, you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Expiration Date. See Section 3 — “Procedures for Tendering Shares” for more information. If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (iv) when the i.e., your Shares are accepted held in “street name”), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. You should check with your broker, dealer, commercial bank, trust company or other nominee as to whether they charge any service fees or commissions. Withdrawal Rights • You have the right to, and can, withdraw any Shares that you have previously tendered at any time until the Expiration Date. See Sections 1 and 4 — “Terms of the Offer” and “Withdrawal Rights.” • To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal with the required information to the Depositary at a time when you have the right to withdraw your Shares. If you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for payment by usthe withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” • Once we accept your tendered Shares upon the Expiration Date, we you will acquire good, valid and unencumbered title thereto, free and clear of no longer be able to withdraw any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to Purchaser. See Sections 1 and 4 — “Terms of the Offer” and “Withdrawal Rights.” Extension of the Offer will constitute a binding agreement between us with respect to such Shares, upon • On the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will be required to accept for payment and pay for any Shares validly tendered and not properly withdrawn. Stockholders tendering their Shares according Pursuant to the guaranteed delivery procedures set forth under Section 3 — Merger Agreement, we are required, unless the Merger Agreement has been terminated in accordance with its terms: • to extend the Offer for the minimum period required by any law or order, or any rule, regulation, interpretation or position of the SEC or its staff or The NASDAQ Global Select Market (the “Procedures for Tendering Shares — Guaranteed Delivery” may do so using the Notice of Guaranteed Delivery circulated herewithNASDAQ”), however, in any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually received prior such case that is applicable to the Effective Time will not count toward satisfaction Offer, • in the event that any of the Offer Conditions (other than the Minimum Condition) are not satisfied or waived (if permitted under the Merger Agreement) as of the Expiration Date, to extend the Offer for successive extension periods of up to ten business days each (or any longer period as may be approved in advance by Relypsa) in order to permit the satisfaction of all such Offer Conditions, and Table of Contents • in the event that all of the Offer Conditions have been satisfied or waived (if permitted under the Merger Agreement), but the Minimum Condition has not been satisfied, as of the Expiration Date, to extend the Offer for an extension period of ten business days (or any longer period as may be approved in advance by Relypsa), on no more than two occasions (provided that we may, but are not required to, extend the Offer for additional periods in our sole discretion). During any extension of the initial offering period, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to any withdrawal rights. See Section 4 —“Withdrawal Rights.”

Procedures for Tendering Shares. Except as set forth belowIn all cases, to tender payment for tendered Shares in the Offer, either (a) will be made only after timely receipt by the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents that the Letter of Transmittal requires, and (ii) certificates for the Shares to be tendered (or of a confirmation of the a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility, or (b) you must comply with the guaranteed delivery procedures set forth below. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified described in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? • You may withdraw previously tendered Shares — Guaranteed Delivery” may do so using the Notice of Guaranteed Delivery circulated herewith, however, any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually received time prior to the Effective Time will not count toward satisfaction expiration of the Minimum ConditionOffer. In addition, pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after March 3, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “Withdrawal Rights.” HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw previously tendered Shares, you must deliver a written or facsimile notice of withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” Table of Contents WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares that at the commencement of the Offer were owned by Parent or Purchaser, or any direct or indirect wholly owned subsidiaries of Parent or Purchaser, (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $12.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through the NYSE or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NYSE Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the effective time of the Merger will become the directors of the Company, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through the NYSE or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement.

Procedures for Tendering Shares. Except as set forth belowIf you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate or book entry has been issued to tender or entered for you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in the Offer, either (a) the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) for book-entry transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Sharesduly executed, and any other documents that required by the Letter of Transmittal requiresTransmittal, to American Stock Transfer and (ii) certificates Trust Company, LLC, the depositary for the Shares to be tendered or confirmation of Offer (the book-entry transfer of such Shares into “Depositary”). These materials must reach the Depositary’s account at Depositary before the Book-Entry Transfer Facility, or (b) you must comply with the guaranteed delivery procedures set forth belowOffer expires. The method of delivery of Shares, Detailed instructions are contained in the Letter of Transmittal and all in Section 3—“Procedures for Tendering Shares”; • you are a record holder, but your stock certificate or book entry is not available or you cannot deliver or transfer it to the Depositary before the Offer expires, you may be able to obtain three additional trading days to deliver or transfer your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See Section 3—“Procedures for Tendering Shares” for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other required documentsnominee (i.e., including through your Shares are held in “street name”), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. Withdrawal Rights • You have the Book-Entry Transfer Facilityright to, is and can, withdraw any Shares that you have previously tendered at any time until the election Offer has expired. See Sections 1 and risk 4—“Terms of the tendering stockholder Offer” and delivery will be deemed made only “Withdrawal Rights.” • To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal with the required information to the Depositary at a time when actually received by you have the Depositaryright to withdraw your Shares. If certificates you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4—“Withdrawal Rights.” • Once we accept your tendered Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance upon expiration of the Offer, as well as your representation you will no longer be able to withdraw them. See Sections 1 and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions 4—“Terms of the Offer” and “Withdrawal Rights.” Recent Xxxxx’s Trading Prices; Subsequent Trading • On September 5, 2014, the last trading day before General Xxxxx and Xxxxx’s announced the signing of the Merger Agreement, the closing price of the Shares reported on the New York Stock Exchange was $33.89 per Share. Stockholders tendering their Shares according • The Offer Price of $46.00 per Share represents a premium of approximately 36 percent to Xxxxx’s closing stock price on September 5, 2014, the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares — Guaranteed Delivery” may do so using the Notice of Guaranteed Delivery circulated herewith, however, any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually received last trading day prior to the Effective Time will not count toward satisfaction announcement of the Minimum Conditionsigning of the Merger Agreement. • On September 19, 2014, the last full trading day before Purchaser commenced the Offer, the closing price of the Shares reported on the New York Stock Exchange was $45.94 per Share. • We advise you to obtain a recent quotation for Shares in deciding whether to tender your Shares in the Offer. See Section 6—“Price Range of Shares; Dividends.”

Procedures for Tendering Shares. Except as set forth belowIf you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate or book entry has been issued to tender or entered for you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in the Offer, either (a) the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) for book-entry transfer), together with a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Sharesduly executed, and any other documents that required by the Letter of Transmittal requiresTransmittal, and (ii) certificates to American Stock Transfer & Trust Company, LLC, the depository for the Shares Offer (the “Depositary”). These materials must reach the Depositary before the Offer expires. You will not be obligated to be tendered pay brokerage fees ​ ​ TABLE OF CONTENTS or confirmation commissions or, subject to Instruction 6 of the book-entry Letter of Transmittal, transfer taxes on the purchase of such your Shares into the Depositary’s account at the Book-Entry Transfer Facility, or (b) you must comply with the guaranteed delivery procedures set forth belowby Purchaser. The method of delivery of Shares, Detailed instructions are contained in the Letter of Transmittal and all other required documents, including through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares”; • you are a record holder, but your stock certificate or book entry is not available or you cannot deliver or transfer it to the Depositary before the Offer expires, you may be able to obtain three additional trading days to deliver or transfer your Shares — Guaranteed Delivery” may do so using by delivering the enclosed Notice of Guaranteed Delivery circulated herewithDelivery, howeverproperly completed and duly executed, any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually received prior to the Effective Time will not count toward satisfaction of Depositary before the Minimum Condition.Offer expires. See Section 3 — “Procedures for Tendering Shares” for more information; or ​ • you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee (i.e., your Shares are held in “street name”), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. You should check with your broker, dealer, commercial bank, trust company or other nominee as to whether they charge any service fees or commissions. ​

Procedures for Tendering Shares. Except as set forth belowIf you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate or book-entry has been issued to tender you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in the Offer, either (a) the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) for book-entry transfer), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents that required by the Letter of Transmittal requiresTransmittal, and (ii) certificates for the Shares to be tendered or confirmation of the book-entry transfer of such Shares into the Depositary’s account at . These materials must reach the Book-Entry Transfer Facility, or (b) you must comply with Depositary before the guaranteed delivery procedures set forth belowOffer expires. The method of delivery of Shares, Detailed instructions are contained in the Letter of Transmittal and all in Section 3—"Procedures for Tendering Shares"; • you are a record holder, but your stock certificate or book-entry is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to obtain three additional trading days (as defined herein) to deliver your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See Section 3—"Procedures for Tendering Shares" for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other required documentsnominee (i.e., including through your Shares are held in "street name"), you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. See Section 3—"Procedures for Tendering Shares." Withdrawal Rights • You have the Book-Entry Transfer Facilityright to, is and can, withdraw any Shares that you have previously tendered at any time until the election Offer has expired and, if we have not by July 20, 2012 agreed to accept your Shares for payment, you can withdraw them at any time after such time until we accept your Shares for payment. See Sections 1 and risk 4—"Terms of the tendering stockholder Offer" and delivery will be deemed made only "Withdrawal Rights." • To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal with the required information to the Depositary at a time when actually received by you have the Depositaryright to withdraw your Shares. If certificates you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. • Once we accept your tendered Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance upon expiration of the Offer, as well as your representation and warranty you will no longer be able to withdraw them. In addition, you will not be able to withdraw Shares tendered during any Table of Contents subsequent offering period that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you we may elect to establish after we have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to in the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms Offer. See Sections 1 and subject to the conditions 4—"Terms of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares — Guaranteed Delivery” may do so using the Notice of Guaranteed Delivery circulated herewith, however, any Shares tendered pursuant to a Notice of Guaranteed Delivery " and not actually received prior to the Effective Time will not count toward satisfaction of the Minimum Condition"Withdrawal Rights."

Procedures for Tendering Shares. Except as set forth belowIn all cases, to tender payment for tendered Shares in the Offer, either (a) will be made only after timely receipt by the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents that the Letter of Transmittal requires, and (ii) certificates for the Shares to be tendered (or of a confirmation of the a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility, or (b) you must comply with the guaranteed delivery procedures set forth below. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder and delivery will be deemed made only when actually received by the Depositary. If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, as well as your representation and warranty that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified described in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — “Procedures for Tendering Shares”) and a properly completed and duly executed Letter of Transmittal and any other required documents for the Shares. See also Section 2 — “Acceptance for Payment and Payment for Shares.” CAN I WITHDRAW SHARES I PREVIOUSLY TENDERED IN YOUR OFFER? UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? • You may withdraw previously tendered Shares — Guaranteed Delivery” may do so using any time prior to the Notice expiration of Guaranteed Delivery circulated herewiththe Offer. In addition, however, any Shares tendered pursuant to Section 14(d)(5) of the Securities Exchange Act of 1934, as amended, Shares may be withdrawn at any time after December 10, 2018, which is the 60th day after the date of the commencement of the Offer, unless prior to that date Purchaser has accepted for payment the Shares validly tendered in the Offer. Once Purchaser accepts your Shares for payment upon the expiration of the Offer, you will no longer be able to withdraw them. See Section 4 — “Withdrawal Rights.” Table of Contents HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? • To withdraw previously tendered Shares, you must deliver a Notice written notice of Guaranteed Delivery withdrawal with the required information to the Depositary while you still have the right to withdraw. If you tendered Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.” WILL THE OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED? • If we purchase at least a majority of the outstanding Shares in the Offer and the other conditions to the Merger are satisfied or waived, we will effect the Merger of Purchaser with and into the Company as promptly as practicable in accordance with Section 251(h) of the DGCL and the terms of the Merger Agreement and without a vote by the stockholders of the Company to adopt the Merger Agreement pursuant to Delaware law or any other action by the stockholders of the Company pursuant to Delaware law. If we consummate the Offer, we expect to merge Purchaser with and into the Company as promptly as practicable. See the Introduction to this Offer to Purchase. • If the Merger occurs, the Company will continue as the surviving corporation and become a wholly owned subsidiary of Parent, and any issued and then outstanding Shares (other than any (i) Shares held in the treasury of the Company, (ii) Shares owned by Parent or Purchaser, or any affiliate of Parent, and (iii) Shares held by the Company’s stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive $1.48 per Share, net to the seller in cash, less any applicable withholding taxes and without interest. See also the Introduction to this Offer to Purchase. IF A MAJORITY OF SHARES ARE TENDERED AND ARE ACCEPTED FOR PAYMENT, WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY? • If the Merger occurs, the Company will no longer be publicly owned. Even if the Merger does not actually received occur because the conditions to the Merger are not satisfied, if Purchaser purchases all Shares that have been tendered, there may be so few remaining stockholders and publicly held Shares that such Shares may no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for the Shares, and the Company may cease to make filings with the SEC or otherwise cease to be required to comply with the SEC’s rules relating to publicly held companies. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” IF YOU SUCCESSFULLY COMPLETE YOUR OFFER, WHAT WILL HAPPEN TO THE COMPANY BOARD? • Upon completion of the Merger, the directors of Purchaser immediately prior to the Effective Time will not count toward satisfaction become the directors of the Minimum ConditionCompany, which will be the surviving company in the Merger. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? • If you decide not to tender your Shares in the Offer and the Merger occurs as described above, you will receive in the Merger the right to receive the same amount of cash per Share as if you had tendered your Shares in the Offer. • If you decide not to tender your Shares in the Offer and we purchase those Shares that have been tendered in the Offer, but the Merger does not occur thereafter because the conditions to the Merger are not satisfied, you will remain a stockholder of the Company, but there may be so few remaining Table of Contents stockholders and publicly held Shares that such Shares will no longer be eligible to be traded through NASDAQ or any other securities market, there may not be a public trading market for such Shares, and the Company may cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies. If we purchase Shares in the Offer, we are obligated under the Merger Agreement to cause the Merger to occur, subject to the conditions set forth in the Merger Agreement. • Following the Offer, it is possible that the Shares might no longer constitute “margin securities” for purposes of the margin regulations of the Federal Reserve Board, in which case your Shares may no longer be used as collateral for loans made by brokers. See Section 7 — “Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations.” WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? • On September 27, 2018, the last full trading day prior to the public announcement of the Merger Agreement, the last reported closing price on NASDAQ during normal trading hours was $1.29 per Share. Therefore, the Offer Price of $1.48 per Share represents a premium of approximately 15% over the closing price of the Shares on the last full trading day before announcement of the Merger Agreement. • On October 11, 2018, the last full trading day before we commenced the Offer, the last reported closing price reported on NASDAQ was $1.46 per Share. See Section 6 — “Price Range of Shares; Dividends.”

Procedures for Tendering Shares. Except as set forth belowIf you wish to accept the Offer and: • you are a record holder (i.e., a stock certificate has been issued to tender you and registered in your name), you must deliver the stock certificate(s) representing your Shares (or follow the procedures described in the Offer, either (a) the Depositary must receive on or prior to the Expiration Time at one of its addresses set forth on the back cover of this Offer to Purchase (i) for book-entry transfer), together with a properly completed and duly executed Letter of Transmittal (or a manually signed executed facsimile thereof), properly completed and signed, together with any required signature guarantees, or an Agent’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents that required by the Letter of Transmittal requiresTransmittal, and (ii) certificates for the Shares to be tendered or confirmation of the book-entry transfer of such Shares into the Depositary’s account at . These materials must reach the Book-Entry Transfer Facility, or (b) you must comply with Depositary before the guaranteed delivery procedures set forth belowOffer expires. The method of delivery of Shares, Detailed instructions are contained in the Letter of Transmittal and all in Section 3—“Procedures for Tendering Shares”; • you are a record holder, but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to obtain three additional trading days to deliver your Shares by delivering the enclosed Notice of Guaranteed Delivery, properly completed and duly executed, to the Depositary before the Offer expires. See Section 3—“Procedures for Tendering Shares” for more information; or • you hold your Shares through a broker, dealer, commercial bank, trust company or other required documentsnominee, including through you should promptly contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered. • See Section 3—“Procedures for Tendering Shares.” Withdrawal Rights • You have the Book-Entry Transfer Facilityright to, is and can, withdraw any Shares that you have previously tendered at any time until the election Offer has expired and, thereafter, if we have not by May 24, 2012 agreed to accept your Shares for payment, you can withdraw them at any time after such time until we accept your Shares for payment. See Sections 1 and risk 4—“Terms of the tendering stockholder Offer” and delivery will be deemed made only “Withdrawal Rights.” • To withdraw Shares that you previously tendered, you must deliver a written notice of withdrawal with the required information to the Depositary at a time when actually received by you have the Depositaryright to withdraw your Shares. If certificates you tendered your Shares through your broker, dealer, commercial bank, trust company or other nominee, you must instruct the broker, dealer, commercial bank, trust company or other nominee to arrange for the withdrawal of your Shares. • Once we accept your tendered Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute your acceptance upon expiration of the Offer, as well as your representation and warranty you will no longer be able to withdraw them. In addition, you will not be able to withdraw Shares tendered during any subsequent offering period that (i) you own the Shares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you we may elect to establish after we have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal, and (iv) when the Shares are accepted for payment by us, we will acquire good, valid and unencumbered title thereto, free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered by you pursuant to in the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms Offer. See Sections 1 and subject to the conditions 4—“Terms of the Offer. Stockholders tendering their Shares according to the guaranteed delivery procedures set forth under Section 3 — ” and “Procedures for Tendering Shares — Guaranteed Delivery” may do so using the Notice of Guaranteed Delivery circulated herewith, however, any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually received prior to the Effective Time will not count toward satisfaction of the Minimum ConditionWithdrawal Rights.”