Common use of PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE Clause in Contracts

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the offer, and as promptly as practicable after the Expiration Date, Telesoft will determine a single per share Purchase Price that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and will accept for payment and pay for (and thereby purchase) shares validly tendered at or below the Purchase Price and not withdrawn as soon as practicable after the Expiration Date. For purposes of the offer, Telesoft will be deemed to have accepted for payment (and therefore purchased), subject to proration and the conditional tender provisions of the offer, shares that are validly tendered at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such shares for payment pursuant to the offer. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made promptly (subject to possible delay in the event of proration or conditional tenders) but only after timely receipt by the Depositary of certificates for shares (or of a timely Book-Entry Confirmation of such shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with any other required documents. Payment for shares purchased pursuant to the offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft and transmitting payment to the tendering stockholders. In the event of proration, Telesoft will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, Telesoft does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares not purchased, including all shares tendered at prices greater than the Purchase Price and shares not purchased due to proration or conditional tenders, will be returned (or, in the case of shares tendered by book-entry transfer, such shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who so delivered such shares) as promptly as practicable following the Expiration Date or termination of the offer without expense to the tendering stockholder. In addition, if certain events occur, Telesoft may not be obligated to purchase shares pursuant to the offer. See Section 7. Telesoft will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it of shares purchased pursuant to the offer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offer. See Sections 3 and 15.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the offerOffer, and as promptly as practicable after following the Expiration Date, Telesoft the Company (a) will determine a single per share the Purchase Price that it will pay for shares validly the Shares properly tendered and not properly withdrawn pursuant prior to the offer, Expiration Date by taking into account the number of shares Shares so tendered and the prices specified by tendering stockholders, shareholders and (b) will accept for payment and pay for (and thereby purchase) shares validly Shares properly tendered at prices at or below the Purchase Price and not withdrawn as soon as practicable after prior to the Expiration Date. For purposes of the offerOffer, Telesoft the Company will be deemed to have accepted for payment (and therefore purchased), subject to proration and the conditional tender provisions of the offer, shares ) Shares that are validly tendered at or below the Purchase Price and not withdrawn (subject to the proration and conditional tender provisions of the Offer) only when, as as, and if it gives oral or written notice to the Depositary of its acceptance of such shares Shares for payment pursuant to the offerOffer. In all casesUpon the terms and subject to the conditions of the Offer, payment for shares tendered and accepted promptly following the Expiration Date the Company will accept for payment pursuant to the offer will be made promptly and pay a single per Share Purchase Price for 700,000 Shares (subject to possible delay increase or decrease as provided in the event Sections 1 and 15) or such lesser number of proration or conditional tenders) but only after timely receipt by the Depositary Shares as are properly tendered at prices not in excess of certificates $30 nor less than $26 net per Share and not properly withdrawn as permitted in Section 4. The Company will pay for shares (or of a timely Book-Entry Confirmation of such shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with any other required documents. Payment for shares Shares purchased pursuant to the offer will be made Offer by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders shareholders for the purpose of receiving payment from Telesoft the Company and transmitting payment to the tendering stockholdersshareholders. In the event of proration, Telesoft the Company will determine the proration factor and pay for those tendered shares Shares accepted for payment as soon as practicable after the Expiration Date. However, Telesoft provided that the Company does not expect to be able to announce the final results of any such proration and commence payment for Shares purchased until approximately seven business three AMEX trading days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares Shares tendered and not purchased, including all shares Shares tendered at prices greater than in excess of the Purchase Price and shares Shares not purchased due to proration or conditional tenderstender, will be returned (or, in the case of shares Shares tendered by book-entry transfer, such shares Shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant therein who so delivered such sharesShares) to the tendering shareholder at the Company's expense as promptly as practicable following after the Expiration Date or termination of the offer without expense to the tendering stockholdershareholders. Under no circumstances will interest on the Purchase Price be paid by the Company by reason of any delay in making payment. In addition, if certain events occur, Telesoft the Company may not be obligated to purchase shares Shares pursuant to the offerOffer. See Section 7. Telesoft The Company will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it of shares Shares purchased pursuant to the offer; providedOffer. If, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the offerOffer) if unpurchased shares Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence satisfactory to Telesoft of the payment of such taxes the stock transfer taxes, or exemption therefrom therefrom, is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fullyANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, sign and return to the Depositary the Substitute Form SIGN, AND RETURN TO THE DEPOSITARY THE FORM W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offerOF THE GROSS PROCEEDS PAID TO SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See Sections SEE SECTION 3. ALSO SEE SECTION 3 and 15REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN SHAREHOLDERS.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon On the terms and subject to the conditions of the offerOffer, and as promptly as practicable after following the Expiration Dateexpiration date, Telesoft will determine a single per share Purchase Price that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and we will accept for payment and pay for (and thereby purchase) shares validly properly tendered at or below prior to the Purchase Price and not withdrawn as soon as practicable expiration date. We expect the proceeds checks to be mailed approximately ten business days after the Expiration Dateexpiration date of the Offer. For purposes of the offerOffer, Telesoft we will be deemed to have accepted for payment (and therefore purchased), subject to proration and the conditional tender provisions of the offer, ) shares that are validly properly tendered at or below the Purchase Price and not withdrawn only when, as and if it gives we give oral or written notice to the Depositary of its our acceptance of such the shares for payment pursuant to the offerOffer. All tendering eligible stockholders, by executing the Letter of Transmittal, waive any right to receive notice of the acceptance for payment of their shares. On the terms and subject to the conditions of the Offer, promptly after the expiration date, we will accept for purchase and pay the per share purchase price for all of the shares accepted for payment in accordance with the Offer. In all cases, payment for shares tendered and accepted for payment pursuant to in accordance with the offer Offer will be made promptly (subject to possible delay in the event of proration or conditional tenders) promptly, but only after timely receipt by the Depositary of of: * certificates for shares (or a timely confirmation of a timely Bookbook-Entry Confirmation entry transfer of such shares into the Depositary's account at the Book-Entry Transfer Facility), ; * a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with Transmittal; and * any other documents required documentsby the Letter of Transmittal. Payment We will pay for shares purchased pursuant to the offer will be made Offer by depositing the aggregate Purchase Price therefor purchase price for the shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft us and transmitting payment to the tendering stockholders. In the event of proration, Telesoft will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, Telesoft does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares not purchased, including all shares tendered at prices greater than the Purchase Price and shares not purchased due to proration or conditional tenders, will be returned (returned, or, in the case of shares tendered by book-entry transfer, such shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who so delivered such the shares) as , to the tendering stockholder promptly as practicable following after the Expiration Date expiration or termination of the offer without expense to the tendering stockholderOffer at our expense. In addition, if certain events occur, Telesoft may not be obligated to purchase shares pursuant to the offer. See Section 7. Telesoft Under no circumstances will pay or cause to interest be paid all stock transfer taxes, if any, payable on the transfer to it of shares purchased pursuant to the offer; provided, however, that if payment of the Purchase Price is to be made tofor the shares, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name regardless of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offer. See Sections 3 and 15delay in making payment.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the offer, and as promptly as practicable after Promptly following the Expiration Date, Telesoft will determine a single per share Purchase Price that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and Company will accept for payment and pay for up to 1,500,000 shares (and thereby or such greater number of shares as the Company may elect to purchase) shares validly properly tendered at or below the Purchase Price and not properly withdrawn as soon as practicable after before the Expiration Date. For purposes of the offer, Telesoft the Company will be deemed to have accepted for payment (and therefore purchased), subject to proration and the conditional tender provisions of the offer, ) shares that are validly properly tendered at or below the Purchase Price and not properly withdrawn only when, as and if it gives oral or written notice to the Depositary of its acceptance of such the shares for payment pursuant to the offer. The Company will accept for payment and pay the per share purchase price for all of the shares accepted for payment pursuant to the offer promptly after the Expiration Date. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made promptly (promptly, subject to possible delay in the event of proration or conditional tenders) due to expected proration, but only after timely receipt by the Depositary of certificates for shares (shares, or of a timely Book-Entry Confirmation in accordance with the Automated Tender Offer Program of such shares into the Depositary's account at the Book-Entry Transfer Facility), and a properly completed and duly executed Letter of Transmittal (Transmittal, or a manually signed facsimile thereof)of the Letter of Transmittal, or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with and any other required documents. Payment for shares purchased pursuant to the offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft and transmitting payment to the tendering stockholders. In the event of proration, Telesoft the Company will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable promptly after the Expiration Date. However, Telesoft does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares not purchased, including all shares tendered at prices greater than the Purchase Price and shares not purchased due to proration or conditional tenders, will be returned (or, in the case of shares tendered by book-entry transfer, such shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who so delivered such the shares) as , to the tendering shareholder at the Company's expense promptly as practicable following after the Expiration Date or termination of the offer without expense to the tendering stockholdershareholders. In addition, if certain events occur, Telesoft may not be obligated to purchase shares pursuant to the offer. See Section 7. Telesoft The Company will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it of shares purchased pursuant to the offer; provided. However, however, that if payment of the Purchase Price purchase price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person)any, payable on account by reason of the transfer to such the person will be deducted from the Purchase Price purchase price unless satisfactory evidence satisfactory to Telesoft of the payment of such taxes the stock transfer taxes, or exemption therefrom from payment of the stock transfer taxes, is submitted. See Instruction 7 6 of the Letter of Transmittal. Any tendering stockholder shareholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included as part of with the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal mandatory United States federal income tax backup withholding of 31% of the gross proceeds payable paid to such stockholder the shareholder or other payee pursuant to the offer. See Sections 3 and 15Section 3.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon All shares of Series A Preferred Stock and related Warrants that are tendered in accordance with the procedures set forth herein and not properly withdrawn in accordance with the procedures set forth herein prior to the Expiration Date will, upon the terms and subject to the conditions hereof, including satisfaction of the offerFinancing Condition, the Minimum Tender Condition, the Consent Condition and the General Conditions, be accepted for payment by the Company, and as payments will be made therefor promptly as practicable after the Expiration Date, Telesoft will determine a single per share Purchase Price that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and will accept for payment and pay for (and thereby purchase) shares validly tendered at or below the Purchase Price and not withdrawn as soon as practicable after the Expiration Date. For purposes of If the offerOffer is not consummated, Telesoft no such payments will be deemed to have accepted for payment (made. All shares of Series A Preferred Stock and therefore purchased), subject to proration and the conditional tender provisions of the offer, shares that are validly related Warrants tendered at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such shares for payment pursuant to the offer. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made promptly (subject to possible delay in the event of proration or conditional tenders) but only after timely receipt by the Depositary of certificates for shares (or of a timely Book-Entry Confirmation of such shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with any other required documents. Payment for shares purchased pursuant to the offer will be made by depositing the aggregate Purchase Price therefor with the DepositaryOffer, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft including shares and transmitting payment to the tendering stockholders. In the event Warrants not purchased because of proration, Telesoft will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, Telesoft does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares not purchased, including all shares tendered at prices greater than the Purchase Price and shares not purchased due to proration or conditional tenders, will be returned (or, in the case of shares tendered by book-entry transfer, such shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who so delivered such shares) tendering stockholders at Valentis's expense as promptly as practicable following the Expiration Date or termination Date. If, at the expiration of the offer without expense Offer more than 16,940 shares of Series A Preferred Stock and related Warrants are properly tendered and not withdrawn, all of the other conditions are satisfied or waived, including completion of the New Offering, we will buy shares on a pro rata basis from all tendering holders of the Series A Preferred Stock, according to the tendering stockholder. In addition, if certain events occur, Telesoft may not be obligated to purchase shares pursuant to the offer. See Section 7. Telesoft will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it number of shares of Series A Preferred Stock and related Warrants tendered by each holder. All securities tendered and not purchased pursuant to the offer; provided, however, that if payment Offer because of pro-ration will be returned to the tendering holders at our expense as promptly as practicable following the Expiration Date. None of the Purchase Price is to be made to, shares of Series A Preferred Stock or (in the circumstances permitted by the offer) if unpurchased shares related Warrants are to be acquired from any of our officers, directors or affiliates. Certain Information Concerning Valentis, Inc. Valentis is a Delaware corporation with our principal executive offices located at 000X Xxxxxx Xx., Xxxxxxxxxx, Xxxxxxxxxx 00000. As of May 1, 2002, Valentis had outstanding 30,800 shares of Series A Preferred Stock, held of record by nine stockholders, Class A Warrants exercisable for an aggregate of 959,511 shares of Common Stock and Class B Warrants exercisable for an aggregate of 307,317 shares of Common Stock. None of the Series A Preferred Stock or Warrants are publicly traded, listed on any exchange or quoted in any automated quotations system of a registered national securities association. In accordance with the agreements pursuant to which the shares of Series A Preferred Stock and the Warrants were issued, we filed a registration statement registering the resale by the holders of such Series A Preferred Stock and Warrants of the Common Stock issuable upon (i) the conversion of the Series A Preferred Stock, (ii) the Warrants and (iii) the Company's election to pay the Series A Preferred Stock dividends in shares of Common Stock. The rules of the SEC allow us to "incorporate by reference" information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The Company hereby incorporates by reference the following: (i) the information set forth in Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2001; (ii) the information set forth in Part I entitled "Financial Information" of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002. For further information regarding the financial statements of the Company, see the sections entitled "Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends," "Pro Forma Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends" and the Unaudited Pro Forma Condensed Consolidated Financial Statements in the name of, any person other than Offer to Purchase. Transactions and Arrangements Concerning the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fully, sign Series A Preferred Stock and return to the Depositary the Substitute Form W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of 31% of the gross proceeds payable to such stockholder or other payee Warrants The Series A Preferred Stock and Warrants were issued pursuant to the offerseveral Subscription Agreements, each dated as of November 20, 2000, by and between the Company and each of the investors named below (each a "Subscription Agreement" and collectively the "Subscription Agreements"). See Sections 3 Pursuant to the Subscription Agreements, the Company registered the shares of Common Stock that are issuable upon (i) the conversion of the Series A Preferred Stock, (ii) the Warrants and 15(iii) the Company's election to pay the Series A Preferred Stock dividends in shares of Common Stock. The Warrants were issued to the purchasers of our Series A Preferred Stock pursuant to the Subscription Agreements, which provided that for every share of Series A Preferred Stock purchased they were issued Class A Warrants to purchase 26.0162 shares of our Common Stock and Class B Warrants to purchase 9.756 shares of our Common Stock. The Class A Warrants are exercisable in full or in part at any time or in part from time to time for four years beginning on December 5, 2000 and the Class B Warrants are exercisable in full or in part at any time or in part from time to time for three years beginning on December 5, 2001. The Warrants are initially exercisable for $10.25 per share of Common Stock, subject to adjustment if the Company issues Common Stock or securities convertible into or exercisable for shares of its Common Stock at a price less than current fair market value, calculated as a five-day trailing average of the closing prices of the Common Stock. The form of the Subscription Agreements is incorporated herein by reference to Exhibit 10.1 to our Registration Statement on Form S-3 (File No. 333-54066), as filed with the Commission on January 19, 2001. The Company entered into the Subscription Agreements with the following entities: Omicron Partners, L.P. Triaxis Trust AG Banca Del Gottardo Perseus-Xxxxx Biopharmaceutical Fund, L.P. OTATO Limited Partnership Delta Opportunity Fund (Institutional), LLC Delta Opportunity Fund, Ltd. Pharma w/Health Gallahad Private Equity Fund LLC Xxxxxxxx Capital Fund Gallahad Private Equity Fund LLC converted all of its shares of our Series A Preferred Stock into shares of our common stock in January 2002. Gallahad has not exercised its Class A Warrant exercisable for 18,211 shares of Common Stock and a Class B Warrant exercisable for 6,830 shares of Common Stock.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the offerOffer, and as promptly as practicable after the Expiration Date, Telesoft Company will determine a single per share the Purchase Price that it will pay for shares validly Shares properly tendered and not withdrawn pursuant to the offerOffer, taking into account the number of shares so Shares tendered and the prices specified by tendering stockholders, and will accept for payment and pay for (and thereby purchase) shares validly Shares properly tendered and not withdrawn at or below the Purchase Price and not withdrawn as soon as practicable after the Expiration DateTime. For purposes of the offerOffer, Telesoft the Company will be deemed to have accepted for payment (and therefore purchased), subject to proration proration, Shares which are properly tendered and the conditional tender provisions of the offer, shares that are validly tendered not withdrawn at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such shares Shares for payment pursuant to the offerOffer. Upon the terms and subject to the conditions of the Offer, the Company will purchase and pay a single Purchase Price for all of the Shares accepted for payment pursuant to the Offer as soon as practicable after the Expiration Time. In all cases, payment for shares tendered and Shares accepted for payment pursuant to the offer Offer will be made promptly (subject to possible delay in the event of proration or conditional tendersproration) but only after timely receipt by the Depositary of certificates for shares Shares (or of a timely Bookconfirmation of a book-Entry Confirmation entry transfer of such shares Shares into the Depositary's account at one of the Book-Entry Transfer FacilityFacilities), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with ) and any other required documents. Payment for shares Shares purchased pursuant to the offer Offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft the Company and transmitting payment to the tendering stockholders. In the event of proration, Telesoft the Company will determine the proration factor and pay for those tendered shares Shares accepted for payment as soon as practicable after the Expiration DateTime. However, Telesoft the Company does not expect to be able to announce the final results of any such proration until approximately seven business NYSE trading days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making paymentTime. Certificates for all shares Shares not purchased, including all shares Shares tendered at prices greater than the Purchase Price and shares Shares not purchased due to proration or conditional tendersproration, will be returned (or, in the case of shares Shares tendered by book-entry transfer, such shares Shares will be credited to the account maintained with one of the Book-Entry Transfer Facility Facilities by the participant therein who so delivered such sharesShares) as promptly as practicable following the Expiration Date Time or termination of the offer Offer without expense to the tendering stockholder. Under no circumstances will the Company pay interest on the Purchase Price. In addition, if certain events occur, Telesoft the Company may not be obligated to purchase shares Shares pursuant to the offerOffer. See Section 76. Telesoft The Company will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it of shares Shares purchased pursuant to the offerOffer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the offerOffer) if unpurchased shares Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft the Company of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fullyANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, sign and return to the Depositary the Substitute Form W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of IN THE CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offerOF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See Sections 3 and 15SEE SECTION 3.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the offerOffer, and as promptly as practicable after the Expiration Date, Telesoft Company will determine a single per share the Purchase Price that it will pay for shares validly Shares properly tendered and not withdrawn pursuant to the offerOffer, taking into account the number of shares so Shares tendered and the prices specified by tendering stockholders, and will accept for payment and pay for (and thereby purchase) shares validly Shares properly tendered and not withdrawn at or below the Purchase Price and not withdrawn as soon as practicable after the Expiration DateTime. For purposes of the offerOffer, Telesoft the Company will be deemed to have accepted for payment (and therefore purchased), subject to proration proration, Shares which are properly tendered and the conditional tender provisions of the offer, shares that are validly tendered not withdrawn at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such shares Shares for payment pursuant to the offerOffer. Upon the terms and subject to the conditions of the Offer, the Company will purchase and pay a single Purchase Price for all of the Shares accepted for payment pursuant to the Offer as soon as practicable after the Expiration Time. In all cases, payment for shares tendered and Shares accepted for payment pursuant to the offer Offer will be made promptly (subject to possible delay in the event of proration or conditional tendersproration) but only after timely receipt by the Depositary of certificates for shares Shares (or of a timely Bookconfirmation of a book-Entry Confirmation entry transfer of such shares Shares into the Depositary's account at one of the Book-Entry Transfer FacilityFacilities), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with ) and any other required documents. Payment for shares Shares purchased pursuant to the offer Offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft the Company and transmitting payment to the tendering stockholders. In the event of proration, Telesoft the Company will determine the proration factor and pay for those tendered shares Shares accepted for payment as soon as practicable after the Expiration DateTime. However, Telesoft the Company does not expect to be able to announce the final results of any such proration until approximately seven business NYSE trading days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making paymentTime. Certificates for all shares Shares not purchased, including all shares Shares tendered at prices greater than the Purchase Price and shares Shares not purchased due to proration or conditional tendersproration, will be returned (or, in the case of shares Shares tendered by book-entry transfer, such shares Shares will be credited to the account maintained with one of the Book-Entry Transfer Facility Facilities by the participant therein who so delivered such sharesShares) as promptly as practicable following the Expiration Date Time or termination of the offer Offer without expense to the tendering stockholder. Under no circumstances will the Company pay interest on the Purchase Price. In addition, if certain events occur, Telesoft the Company may not be obligated to purchase shares Shares pursuant to the offerOffer. See Section 76. Telesoft 11 The Company will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it of shares Shares purchased pursuant to the offerOffer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the offerOffer) if unpurchased shares Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft the Company of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fullyANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR, sign and return to the Depositary the Substitute Form W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of IN THE CASE OF A FOREIGN INDIVIDUAL, A FORM W-8) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX WITHHOLDING OF 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offerOF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See Sections 3 and 15SEE SECTION 3.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon The Company will, upon the terms and subject to the conditions of the offerOffer, and as promptly as practicable after the Expiration Date, Telesoft will determine a single per share Purchase Price that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and will accept for payment and pay for (and thereby purchase) shares Shares validly tendered at or below the Purchase Price and not withdrawn as soon as practicable after the Expiration Date. For purposes of the offerOffer, Telesoft the Company will be deemed to have accepted for payment (and therefore purchased), subject to proration and the conditional tender provisions of the offerproration, shares Shares that are validly tendered at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such shares Shares for payment pursuant to the offerOffer. Upon the terms and subject to the conditions of the Offer, the Company will purchase and pay a single per Share Purchase Price for all of the Shares accepted for payment pursuant to the Offer as soon as practicable after the Expiration Date. In all cases, payment for shares Shares tendered and accepted for payment pursuant to the offer Offer will be made promptly (subject to possible delay in the event of proration or conditional tendersproration) but only after timely receipt by the Depositary of certificates for shares Shares (or of a timely Bookconfirmation of a book-Entry Confirmation entry transfer of such shares Shares into the Depositary's account at one of the Book-Entry Transfer FacilityFacilities), a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with ) and any other required documents. Payment for shares Shares purchased pursuant to the offer Offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft the Company and transmitting payment to the tendering stockholders. In the event of proration, Telesoft the Company will determine the proration factor and pay for those tendered shares Shares accepted for payment as soon as practicable after the Expiration Date. However, Telesoft the Company does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will Telesoft the Company pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares Shares not purchased, including all shares tendered at prices greater than the Purchase Price and shares Shares not purchased due to proration or conditional tendersproration, will be returned (or, in the case of shares Shares tendered by book-entry transfer, such shares Shares will be credited to the account maintained with one of the Book-Entry Transfer Facility Facilities by the participant who so delivered such sharesShares) as promptly as practicable following the Expiration Date or termination of the offer Offer without expense to the tendering stockholder. In addition, if certain events occur, Telesoft the Company may not be obligated to purchase shares Shares pursuant to the offerOffer. See Section 76. Telesoft will pay or cause to be paid all stock transfer taxesANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, if any, payable on the transfer to it of shares purchased pursuant to the offer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of CERTIFICATION INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME TAX WITHHOLDING OF 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offerOF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See Sections 3 and 15SEE SECTION 3. SEE SECTION 14 REGARDING FEDERAL INCOME TAX CONSEQUENCES FOR FOREIGN STOCKHOLDERS.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon On the terms and subject to the conditions of the offerOffer, and as promptly as practicable after following the Expiration Dateexpiration date, Telesoft will determine a single per share Purchase Price that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and we will accept for payment and pay for (and thereby purchase) shares validly properly tendered at or below prior to the Purchase Price and not withdrawn as soon as practicable expiration date. We expect the proceeds checks to be mailed approximately ten business days after the Expiration Dateexpiration date of the Offer. For purposes of the offerOffer, Telesoft we will be deemed to have accepted for payment (and therefore purchased), subject to proration and the conditional tender provisions of the offer, ) shares that are validly properly tendered at or below the Purchase Price and not withdrawn only when, as and if it gives we give oral or written notice to the Depositary of its our acceptance of such the shares for payment pursuant to the offerOffer. All tendering eligible stockholders, by executing the Letter of Transmittal, waive any right to receive notice of the acceptance for payment of their shares. On the terms and subject to the conditions of the Offer, promptly after the expiration date, we will accept for purchase and pay the per share purchase price for all of the shares accepted for payment in accordance with the Offer. In all cases, payment for shares tendered and accepted for payment pursuant to in accordance with the offer Offer will be made promptly (subject to possible delay in the event of proration or conditional tenders) promptly, but only after timely receipt by the Depositary of of: _ certificates for shares (or a timely confirmation of a timely Bookbook-Entry Confirmation entry transfer of such shares into the Depositary's account at the Book-Entry Transfer Facility), ; _ a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with Transmittal; and _ any other documents required documentsby the Letter of Transmittal. Payment We will pay for shares purchased pursuant to the offer will be made Offer by depositing the aggregate Purchase Price therefor purchase price for the shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft us and transmitting payment to the tendering stockholders. In the event of proration, Telesoft will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, Telesoft does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares not purchased, including all shares tendered at prices greater than the Purchase Price and shares not purchased due to proration or conditional tenders, will be returned (returned, or, in the case of shares tendered by book-entry transfer, such shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who so delivered such the shares) as , to the tendering stockholder promptly as practicable following after the Expiration Date expiration or termination of the offer without expense to the tendering stockholderOffer at our expense. In addition, if certain events occur, Telesoft may not be obligated to purchase shares pursuant to the offer. See Section 7. Telesoft Under no circumstances will pay or cause to interest be paid all stock transfer taxes, if any, payable on the transfer to it of shares purchased pursuant to the offer; provided, however, that if payment of the Purchase Price is to be made tofor the shares, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name regardless of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offer. See Sections 3 and 15delay in making payment.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the offerOffer, and as promptly as practicable after following the Expiration Date, Telesoft we will (1) determine a single per share Purchase Price Share purchase price that it we will pay for shares validly the Shares properly tendered and not withdrawn pursuant to the offerproperly withdrawn, taking into account the number of shares so Shares tendered and the prices specified by tendering stockholdersshareholders, and will (2) accept for payment and pay the purchase price for (and thereby purchase) shares validly up to 4,878,048 Shares properly tendered at prices at or below the Purchase Price purchase price and not withdrawn as soon as practicable after the Expiration Dateproperly withdrawn. For purposes of the offerOffer, Telesoft we will be deemed to have accepted for payment (and therefore purchased), subject to the "odd lot" priority, proration and the conditional tender provisions of the offerthis Offer, shares Shares that are validly properly tendered at or below the Purchase Price purchase price selected by us and not properly withdrawn only when, as and if it gives we give oral or written notice to the Depositary of its our acceptance of such shares the Shares for payment pursuant to the offerOffer. Upon the terms and subject to the conditions of the Offer, we will accept for payment and pay the per Share purchase price for all of the Shares accepted for payment pursuant to the Offer promptly after the Expiration Date. In all cases, payment for shares Shares tendered and accepted for payment pursuant to the offer Offer will be made promptly (promptly, subject to possible delay in the event of proration or conditional tenders) proration, but only after timely receipt by the Depositary of of: -- certificates for shares (Shares, or of a timely Bookbook-Entry Confirmation entry confirmation of such shares Shares into the Depositary's account at the Bookbook-Entry Transfer Facility)entry transfer facility, -- a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereofof the Letter of Transmittal), or, in the case of a book-entry transfer, an Agentagent's Messagemessage, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with and -- any other required documents. Payment We will pay for shares Shares purchased pursuant to the offer will be made Offer by depositing the aggregate Purchase Price therefor purchase price for the Shares with the Depositary, which will act as agent for tendering stockholders shareholders for the purpose of receiving payment from Telesoft us and transmitting payment to the tendering stockholdersshareholders. In the event of proration, Telesoft we will determine the proration factor and pay for those tendered shares Shares accepted for payment as soon as practicable promptly after the Expiration Date. However, Telesoft does we expect that we will not expect to be able to announce the final results of any such proration or commence payment for any Shares purchased pursuant to the Offer until approximately five to seven business days after the Expiration Date. Under no circumstances will Telesoft pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares Shares tendered and not purchased, including all shares Shares tendered at prices greater than in excess of the Purchase Price purchase price and shares Shares not purchased due to proration or conditional tenders, tender will be returned (or, in the case of shares Shares tendered by book-entry transfer, such shares will be credited to the account maintained with the Bookbook-Entry Transfer Facility entry transfer facility by the participant who so delivered such shares) as the Shares, to the tendering shareholder at our expense promptly as practicable following after the Expiration Date or termination of the offer Offer without expense to the tendering stockholdershareholders. In additionUNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE, if certain events occurINCLUDING BUT NOT LIMITED TO, Telesoft may not be obligated to purchase shares pursuant to the offerBY REASON OF ANY DELAY IN MAKING PAYMENT. See Section IN ADDITION, IF CERTAIN EVENTS OCCUR, WE MAY NOT BE OBLIGATED TO PURCHASE SHARES PURSUANT TO THE OFFER. SEE SECTION 7. Telesoft We will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it us of shares Shares purchased pursuant to the offer; providedOffer. If, however, that if payment of the Purchase Price purchase price is to be made to, or (in the circumstances permitted by the offerOffer) if unpurchased shares Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such the other person), payable on account of the transfer to such the person will be deducted from the Purchase Price purchase price unless satisfactory evidence satisfactory to Telesoft of the payment of such taxes the stock transfer taxes, or exemption therefrom from payment of the stock transfer taxes, is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fullyANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, sign and return to the Depositary the Substitute Form SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 included as part of the Letter of Transmittal an IRS Form W-8 or an IRS Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal income tax withholding of 31INCLUDED WITH THE LETTER OF TRANSMITTAL (OR, IN THE CASE OF FOREIGN SHAREHOLDERS, THE APPROPRIATE FORM W-8) MAY BE SUBJECT TO REQUIRED UNITED STATES FEDERAL INCOME TAX BACKUP WITHHOLDING OF 28% of the gross proceeds payable to such stockholder or other payee pursuant to the offerOF THE GROSS PROCEEDS PAID TO THE SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See Sections 3 and 15SEE SECTION 3. ALSO SEE SECTION 13 REGARDING UNITED STATES FEDERAL INCOME TAX CONSEQUENCES FOR NON-UNITED STATES SHAREHOLDERS.

PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE. Upon the terms and subject to the conditions of the offer, and as promptly as practicable after the Expiration Date, Telesoft will determine a single per share Purchase Price that it will pay for shares validly tendered and not withdrawn pursuant to the offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders, and will accept for payment and pay for (and thereby purchase) shares validly tendered at or below the Purchase Price and not withdrawn as soon as practicable after the Expiration Date. For purposes of the offer, Telesoft will be deemed to have accepted for payment (and therefore purchased), subject to proration and the conditional tender provisions of the offer, shares that are validly tendered at or below the Purchase Price and not withdrawn when, as and if it gives oral or written notice to the Depositary of its acceptance of such shares for payment pursuant to the offer. In all cases, payment for shares tendered and accepted for payment pursuant to the offer will be made promptly (subject to possible delay in the event of proration or conditional tenders) but only after timely receipt by the Depositary of certificates for shares (or of a timely Book-Entry Confirmation of such shares into the Depositary's account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), or, in the case of a book-entry transfer, an Agent's Message, or, in the case of a tender through ATOP, the specific acknowledgment, in each case together with any other required documents. Payment for shares purchased pursuant to the offer will be made by depositing the aggregate Purchase Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Telesoft Designs, Inc. and transmitting payment to the tendering stockholders. In the event of proration, Telesoft Designs, Inc. will determine the proration factor and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, Telesoft Designs, Inc. does not expect to be able to announce the final results of any such proration until approximately seven business days after the Expiration Date. Under no circumstances will Telesoft Designs, Inc. pay interest on the Purchase Price including, without limitation, by reason of any delay in making payment. Certificates for all shares not purchased, including all shares tendered at prices greater than the Purchase Price and shares not purchased due to proration or conditional tenders, will be returned (or, in the case of shares tendered by book-entry transfer, such shares will be credited to the account maintained with the Book-Entry Transfer Facility by the participant who so delivered such shares) as promptly as practicable following the Expiration Date or termination of the offer without expense to the tendering stockholder. In addition, if certain events occur, Telesoft Designs, Inc. may not be obligated to purchase shares pursuant to the offer. See Section 7. Telesoft Designs, Inc. will pay or cause to be paid all stock transfer taxes, if any, payable on the transfer to it of shares purchased pursuant to the offer; provided, however, that if payment of the Purchase Price is to be made to, or (in the circumstances permitted by the offer) if unpurchased shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or such other person), payable on account of the transfer to such person will be deducted from the Purchase Price unless evidence satisfactory to Telesoft Designs, Inc. of the payment of such taxes or exemption therefrom is submitted. See Instruction 7 of the Letter of Transmittal. Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included as part of the Letter of Transmittal an IRS or a Form W-8 or an IRS a Form W-8 BEN obtained from the Depositary may be subject to required backup U.S. Federal federal income tax backup withholding of 31% of the gross proceeds payable to such stockholder or other payee pursuant to the offer. See Sections 3 and 15.