Common use of Terms of the Offer Clause in Contracts

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will Purchaser will, immediately following the Expiration Time, accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date Time and not properly withdrawn as permitted under Section 4 — “Withdrawal 4—"Withdrawal Rights.” ". Purchaser will pay for all Shares accepted for payment as soon as practicable on the business day immediately following the date on which the Offer expires. The Offer is made only for Shares. Subject to the immediately following sentence, the Offer is not made for any Options, SARs, Restricted Stock, RSUs or Performance Awards. However, you may tender Shares purchased prior to the Expiration Time following the exercise of vested Options or SARs and Shares obtained prior to the Expiration Time from the vesting of Restricted Stock, RSUs or Performance Awards. The time of acceptance for payment of Shares, which pursuant to and subject to the conditions of the Offer shall occur immediately following the expiration of the Offer (which is expected to occur at 11:59 p.m., New York City time, on December 2, 2013, unless Purchaser extends the Offer pursuant to the terms of the Merger Agreement), is referred to as the "Acceptance Time." The time at which sufficient funds for the payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of and the Merger Agreement, Agreement are deposited with the Paying Agent is referred to as the “"Offer Closing,” and the ." The date on which such Offer Closing occurs is referred to as the “"Offer Closing Date.” " The time at which the Merger becomes effective is referred to as the “"Effective Time.” " The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, and the governmental authority condition and the other conditions described in Section 15 — “Certain 15—"Certain Conditions of the Offer.” " If, at the initial Expiration Date Time or any later then-scheduled Expiration DateTime, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway the Company may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date Time or any later then-scheduled Expiration DateTime, all conditions to the Offer (with the exception of other than the Minimum Tender Condition) have been satisfied or waivedwaived and the Minimum Tender Condition shall not have been satisfied, then Purchaser maymay and, and if requested by Steinway mustthe Company, must extend the Offer in increments of five business days; provided however provided, however, that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinwaythe Company. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28December 20, 20132013 (the "Termination Date"). Subject to the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"), Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, that without the consent of Steinwaythe Company, Purchaser cannot (i) reduce the number of shares of common stock Shares subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the conditions to the Offer Table of Contents Conditions or amend, modify or supplement any conditions to the Offer Condition in any manner adverse to any holder of common stockShares, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date Expiration Time of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock Shares or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration DateTime. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing filings with the SEC. If we extend Purchaser extends the Offer, are is delayed in our its acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our Purchaser's or Parent's rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our Purchaser's behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal 4—"Withdrawal Rights.” " However, our Purchaser's ability to delay the payment for Shares that we have Purchaser has accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), which requires us Purchaser to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer, and by the terms of the Merger Agreement, which require Purchaser to pay for all Shares accepted for payment as soon as practicable on the business day immediately following the date on which the Offer expires. If we make Purchaser or Parent makes a material change in the terms of the Offer or the information concerning the Offer or if we Purchaser or Parent waive a material condition of the Offer, we Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand Purchaser understands that in the SEC’s 's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and then-scheduled Expiration Time equals or exceeds the minimum extension period that would be required because of such amendment. If, on or before the Expiration DateTime, we increase Purchaser increases the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will Purchaser is not permitted to provide a "subsequent offering period" within the meaning of Rule 14d-11 promulgated under the Exchange Act for the Offer without the consent of the Company, and Purchaser does not expect to provide or seek the Company's consent for a subsequent offering period for the Offerperiod. We Purchaser expressly reserve reserves the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and Agreement, the applicable rules and regulations of the SECSEC and subject to the final and non-appealable determination of a court of competent jurisdiction, not to accept for payment any Shares if, at the Expiration DateTime, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain 15—"Certain Conditions of the Offer.” " Under certain circumstances, we Purchaser and Parent may terminate the Merger Agreement and the Offer. See Section 11 — “The 11—"The Merger Agreement; Other Agreements — Agreements—Merger Agreement — Agreement—Termination”." Optical Holding Company LLC, an affiliate of Parent ("Optical Holding"), has obtained a commitment from Cerberus Business Finance, LLC (the "Lender") to provide debt financing to Purchaser (the "Debt Financing") consisting, in part, of a $140 million term loan facility (the "Term Loan") to finance a portion of the consideration payable in connection with the consummation of the Offer and the Merger. Under The Debt Financing also includes a $20 million revolving credit facility to finance working capital, capital expenditures, general corporate purposes of the Company and its subsidiaries after the Effective Time. It is not anticipated that the $20 million revolving credit facility will be drawn upon prior to the consummation of the Offer and the Merger. The Sponsors have collectively provided a commitment of up to $421,593,346 to Parent (the "Sponsor Financing") to fund the consideration payable to the Company's stockholders in connection with the consummation of the Offer and the Merger other than the Company Contribution (as defined below). The amount Fund IV is obligated to contribute pursuant to the Sponsor Financing will be reduced by any amount contributed to Parent pursuant to the Debt Financing and deposited by Parent with the Paying Agent (as defined below) for the benefit of the holders of Shares that Purchaser becomes obligated to purchase pursuant to the Offer and for the benefit of the holders of Shares that are entitled to receive the Merger Consideration in accordance with the Merger Agreement. The Company has agreed pursuant to the Merger Agreement to deposit $450 million (the "Company Contribution") with the Paying Agent, if we do not acquire at least one Share more than 90% for the benefit of the fully-diluted holders of Shares that Purchaser becomes obligated to purchase pursuant to the Offer and for the benefit of holders of Shares that are entitled to receive the Merger Consideration, to fund a portion of the consideration payable in connection with the consummation of the Offer and the Merger. Parent and Purchaser anticipate that the Debt Financing, the Sponsor Financing and the Company Contribution, along with cash on hand at the Company, will be sufficient to fund the purchase of all the Shares in the Offer, to complete the Merger, to pay holders of outstanding equity incentive awards and to pay transaction fees and expenses related to the Offer after our acceptance of, and payment for the Merger. The Offer is not conditioned upon Purchaser's ability to finance the purchase of Shares pursuant to the Offer, we have been granted an irrevocable option (including the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% funding of the Shares then outstanding on a fully-diluted basis at a price per Share equal to Debt Financing. Immediately following the Offer PriceClosing, Purchaser and Parent expect to complete the Merger without a vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. The Top-Up Option may not be exercised more than once. Steinway Company has provided us Purchaser and Parent with Steinway’s the Company's stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofof Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the Company's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such any extension or amendment), we Purchaser will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date Date, and not properly theretofore withdrawn as permitted under in accordance with Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant this Offer to Purchase, as soon as legally permitted and subject to practicable after the conditions commencement of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” . The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled term "Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m." means 12:00 Midnight, New York City time, on Friday, May 1, 1998, unless Purchaser shall have extended the next business day after period of time for which the previously scheduled Offer is open, in which event the term "Expiration Date. Without limiting " shall mean the manner in latest time and date as of which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reasonas so extended by Purchaser, thenshall expire. UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER PRICE FOR TENDERED SHARES, without prejudice to our rights under the Offer and the Merger AgreementREGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. THE OFFER IS CONDITIONED UPON, the Depositary may retain tendered Shares on our behalfAMONG OTHER THINGS, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” HoweverSATISFACTION OF THE MINIMUM CONDITION. SEE SECTIONS 13 AND 15 OF THIS OFFER TO PURCHASE. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934INCLUDING THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER THE HSR ACT, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the OfferTHE PASSAGE OF CERTAIN STATUTORY WAITING PERIODS RELATING TO THE COMPANY'S OPERATING LICENSES AND THE COMPANY AND PARENT HAVING OBTAINED CERTAIN ANCILLARY AGREEMENTS AND INSTRUMENTS. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange ActSEE SECTIONS 15 AND 16 OF THIS OFFER TO PURCHASE. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject Subject to the terms and conditions set forth in the Merger Agreement (including the right to terminate, extend or modify the Offer), and subject to the other conditions set forth in Section 15 of this Offer to Purchase, including, without limitation, the Minimum Condition, Purchaser will use its reasonable best efforts to consummate the Offer as soon as legally permissible in accordance with the Merger Agreement. Subject to the terms of the Merger Agreement and the applicable rules and regulations of the SECUnited States Securities and Exchange Commission (the "Commission"), not Purchaser expressly reserves the right to accept modify the terms of the Offer, including, without limitation, to extend the period of time during which the Offer is open beyond the scheduled Expiration Date (including an extension of up to 20 business days beyond the initial scheduled Expiration Date notwithstanding the satisfaction of the conditions set forth in Section 15 of this Offer to Purchase), and thereby delay acceptance for payment of and the payment for any Shares ifShares, at by giving oral or written notice of such extension to IBJ Xxxxxxxx Bank and Trust Company, as Depositary (the Expiration Date"Depositary"). Notwithstanding the foregoing, any the Minimum Condition may not be waived without the written consent of the Company. In addition, pursuant to the terms of the Merger Agreement, Purchaser may not, without the written consent of the Company, amend the Offer to decrease the Offer Price, decrease the number of Shares being sought in the Offer, change the form of consideration payable in the Offer or impose conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of in addition to the Offer.” Under certain circumstances, we may terminate conditions described in the Merger Agreement and the Offer. See in Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% 15 of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of. 3

Terms of the Offer. Purchaser is offering to purchase all of the issued and outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and and, as promptly as practicable after the Expiration Date, pay for all Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) validly tendered prior to 12:00 midnight, Eastern Time, at the end of the Expiration Date and not properly validly withdrawn as permitted under described in Section 4 — – “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — – “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however The Merger Agreement provides that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offerif, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to Purchaser’s obligation to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer have set forth in Exhibit B to the Merger Agreement (collectively, the “Offer Conditions”) is not satisfied and has not been waived, Purchaser shall extend the Offer on one or more occasions, for an additional period of up to 20 Business Days per extension, to permit such Offer Condition to be satisfied. See Section 15 — “Certain Conditions ; provided, however, that if at any scheduled Expiration Date, each of the Offer Conditions (other than the Minimum Condition) set forth in clauses (a) through (j) of Exhibit B to the Merger Agreement is satisfied or has been waived and the Minimum Condition is not satisfied, Purchaser shall not be required to (but shall, in its sole discretion, be entitled to) extend the Offer for more than 20 Business Days beyond such scheduled Expiration Date; and (ii) Purchaser shall extend the Offer from time to time for any period required by any rule or regulation of the SEC applicable to the Offer., but, with respect to clauses (i) and (ii), in no event beyond the End Date. The “End Date” Under certain circumstancesmeans January 28, we 2017, as it may terminate be extended as provided in the Merger Agreement and the Offer. See summarized below in Section 11 — – “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under – Termination of the Merger Agreement.” The Merger Agreement provides that, if we do without the prior written consent of NetSuite as authorized by the Transactions Committee: (i) the Minimum Condition may not acquire at least one Share more than 90% of the fully-diluted Shares in be amended or waived; and (ii) no change may be made to the Offer after our acceptance of, and payment for Shares that: (a) changes the form of consideration to be delivered by Purchaser pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number ; Table of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofContents

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to by the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance and payment for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs occurs, which shall be July 24, 2015, unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” Under the terms of the Merger Agreement, the Effective Time will occur on the Offer Closing Date. The Offer is conditioned upon, among other things, (a) the absence of the termination of the Merger Agreement in accordance with its terms Termination Condition and (b) the satisfaction of (i) the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, (ii) the Antitrust Law Condition, (iii) the governmental authority condition Governmental Authority Condition, (iv) the Representations Condition, (v) Covenants Condition and (vi) the Material Adverse Effects Condition, and the other conditions described in Section 15 — “Certain Conditions of to the Offer.” IfWe have agreed in the Merger Agreement that, at subject to our rights to terminate the initial Expiration Date or any later then-scheduled Expiration DateMerger Agreement in accordance with its terms, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, Offer (i) on one or more occasions, in consecutive increments for successive periods of up to five 5 business days each (or up to 20 business days if Parent so elects and the Company consents in writing prior to such longer extension) in order to enable the Offer Conditions to be satisfied and (ii) for any period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date required by applicable law or any later then-scheduled Expiration applicable rules, regulations, interpretations or positions of the SEC or its staff or The NASDAQ Stock Market, LLC (“NASDAQ”). In no event will Purchaser be required, or permitted without the Company’s consent, to extend the Offer beyond March 15, 2016 (the “Outside Date, ”) unless at such time (i) all of the conditions to the Offer are satisfied (with except the exception of Antitrust Law Condition, the Minimum Tender Condition) have been Governmental Authority Condition and other conditions that are to be satisfied or waivedat the Offer Closing), then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant up to this sentence an additional 60 days in accordance with the Merger Agreement or (ii) Parent is 20 business days unless requested in material breach of the Merger Agreement and such material breach has caused or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend resulted in the Offer beyond October 28, 2013not being consummated by such date. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of SteinwayDealertrack, Purchaser canwe are not permitted to, (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (viii) change the form of consideration payable in the Offer, (iii) change the number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition, the Antitrust Law Condition or the Governmental Authority Condition, (v) add any condition to the Offer or any term that is adverse to holders of Shares, (vi) extend the expiration of the Offer except as required or permitted by the Merger Agreement, (vii) otherwise amendprovide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, modify supplement or supplement amend any of the terms other term or condition of the Offer in any a manner adverse to any holder the holders of common stock or (viii) provide any subsequent offering periodShares. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release releases and making any appropriate filing filings with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment)Offer, we will accept for payment and promptly pay the Offer Price for, all Shares that are validly tendered prior to the expiration of the Offer and not theretofore properly withdrawn in accordance with Section 3 of this Offer to Purchase. The scheduled time and date for the expiration of the Offer is the end of the day, immediately after 11:59 p.m. Eastern time on August 22, 2016, unless we extend the period of time during which the Offer is open in accordance with the terms of the Merger Agreement (such latest time and date at which the Offer, as may be extended, will expire, the “Expiration Date”). The Offer is conditioned upon the satisfaction of the Minimum Condition and the other conditions described in Section 14—“Conditions of the Offer” of this Offer to Purchase (collectively, the “Offer Conditions”). If any of the Offer Conditions have not been satisfied or waived at any then scheduled Expiration Date, other than the Minimum Condition, we are required to extend the Offer for successive extension periods of not more than 10 business days each until such conditions have been satisfied. If the Minimum Condition is not satisfied as of any then scheduled Expiration Date and we are not otherwise obligated to extend the Offer (i) HeartWare may, so long as it has not effected a Change of Recommendation (as defined in Section 12—“Purpose of the Offer; the Merger Agreement; Confidentiality Agreement; Plans for HeartWare; Extraordinary Corporate Transactions; Appraisal Rights; Going-Private Transactions” of this Offer to Purchase), request that we extend the Offer for up to two periods of 10 business days each until the Minimum Condition is satisfied or (ii) we may, in our sole discretion, extend the Offer for up to two periods of 10 business days each until the Minimum Condition is satisfied. In addition, we will extend the Offer (a) for any period required by (i) applicable law, (ii) applicable rules, regulations, interpretations or positions of the SEC or its staff or (iii) any of the rules and regulations, including listing standards, of The NASDAQ Stock Market LLC (“Nasdaq”), (b) until approvals under applicable antitrust laws in Austria, Germany and Spain have been obtained or (c) if at any then scheduled Expiration Date, HeartWare has brought an action to specifically enforce performance of the Merger Agreement by us, for the period during which such action is pending or as otherwise prescribed by the court presiding over such action. In no event will we be required to extend the Offer beyond the earlier of the termination of the Merger Agreement or January 31, 2017 (the “End Date”). Under no circumstances will interest be paid on the purchase price for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in paying for such Shares. Except as described in the next sentence, we may, at any time and from time to time, increase the Offer Price, waive any Offer Condition (except the Minimum Condition) or make any other changes in the terms and conditions of the Offer. Without the prior written consent of HeartWare, we will not: • decrease the Offer Price payable in the Offer; • change the form of consideration payable in the Offer (other than by adding non-cash consideration, so long as doing so does not materially impair or delay the consummation of the Offer or the Merger); • reduce the number of Shares sought to be purchased in the Offer; • impose any condition to the Offer in addition to the Offer Conditions; • amend or waive the Minimum Condition; • amend or modify the Offer Conditions in a manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of Parent or Purchaser to consummate the Offer; Table of Contents • extend the Expiration Date other than as required or allowed in the Merger Agreement; or • otherwise amend any other term of the Offer in a manner adverse to the holders of Shares. If immediately prior to the Expiration Date, any or all of the conditions to the Offer have not been satisfied or waived, subject to the terms of the Merger Agreement and the applicable rules and regulations of the SEC, we may: • unless required to extend the Offer pursuant to the terms of the Merger Agreement, terminate the Offer and not accept for payment or pay for any Shares and return all tendered Shares to tendering stockholders; • except as set forth above, including the restriction on waiving the Minimum Condition, waive all the unsatisfied conditions and accept for payment and pay for all Shares validly tendered prior to the Expiration Date and not theretofore properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we withdrawn; • extend the Offer pursuant to in accordance with the terms of the Merger AgreementAgreement and, is referred subject to as the “Offer Closing,” and right of stockholders to withdraw Shares until the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to retain the Shares that have been tendered during the period or periods for which the Offer (other than the Minimum Tender Condition) has not been satisfied is extended; or waived• except as set forth above, then Purchaser must extend amend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delaywaiver, amendment or termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such thereof consistent with the requirements of the SEC. An announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, a.m. Eastern time on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser we may choose to make any public announcement, it currently intends subject to make announcements regarding the Offer by issuing a press release applicable law (including Rules 14d-4(d) and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c14d-6(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us require that material changes be promptly disseminated to promptly pay holders of Shares), we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to Business Wire. As used in this Offer to Purchase, “business day” has the consideration offered or return meaning set forth in Rule 14d-1(g)(3) under the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the OfferExchange Act. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the OfferOffer Condition, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(114d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer such offer or information concerning the Offersuch offer, other than a change in price or a change in the percentage of securities sought, will depend upon the facts and circumstancescircumstances then existing, including the relative materiality of the changed terms or information changesinformation. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with With respect to a change in price or a change in the percentage of securities sought, a minimum ten period of 10 business day period days is generally is required to allow for adequate dissemination to stockholders and investor responsestockholders. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or The Merger Agreement does not such Shares were tendered before the announcement of the increase in consideration. We will not provide contemplate a subsequent offering period for the Offer. We expressly reserve As soon as practicable following the right, in our sole discretion, consummation of the Offer and subject to the terms and conditions satisfaction or waiver of certain conditions, Purchaser will complete the Merger without a vote of the Merger Agreement and the applicable rules and regulations stockholders of HeartWare in accordance with Section 251(h) of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfiedDGCL. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway HeartWare has provided us with Steinway’s its stockholder list lists and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofof Shares. This Offer to Purchase, the related Letter of Transmittal and other related materials will be mailed to record holders of Shares and will be furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder lists, or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal 4—“Withdrawal Rights.” The Offer is made only for Shares and is not made for any options to purchase Shares. However, you may tender Shares purchased prior to the Expiration Date following the exercise of vested Options. Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 promptly after the expiration of the Offer unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain 15—“Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28December 12, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofwithout

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (includingincluding the terms and conditions of any extension or amendment, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we Sub will accept for payment and promptly pay the Offer Price for all Shares validly tendered and not properly withdrawn prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “of this Offer to Purchase entitled "Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” " The Offer is conditioned upon, among other things, (1) there being validly tendered and not withdrawn prior to the absence expiration of the termination of the Merger Agreement in accordance with its terms and the satisfaction of Offer, Shares representing at least the Minimum Tender Condition and (as defined below)2) the applicable waiting period (and any extension thereof) under the HSR Act shall have terminated or expired and any consents, approvals and filings under any foreign antitrust law, the Financing Proceeds Condition (as defined below), absence of which would prohibit the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions purchase of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition all Shares tendered pursuant to the Offer (other than shall have been obtained or made prior to the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend acceptance of Shares pursuant to the Offer. The Offer is also subject to certain other terms and conditions. See Sections 1, on one or more occasions, in consecutive increments 15 and 16 of up this Offer to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013Purchase. Subject to the limitations set forth in this Offer, the Merger Agreement and the applicable rules and regulations of the SECSEC described below, Purchaser expressly Sub reserves the right, at any time and from time to time in its sole discretion, to extend the period during which the Offer is open by giving oral or written notice of such extension to the Depositary. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer, subject to the right, if any, of a tendering stockholder to withdraw such stockholder's Shares. See Section 4 of this Offer to Purchase--"Withdrawal Rights." There can be no assurance that Sub will exercise its right to waive, in whole or in part, any condition to the Offer or modify the terms of extend the Offer; provided, however, that. Sub has agreed that it will not, without the prior consent of Steinway, Purchaser cannot the Company (ia) reduce the number of shares of common stock Shares subject to the Offer, (ii) Offer or reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (ivb) reduce the per share consideration to be paid pursuant to the Offer below the Offer Price, (c) modify or add to the conditions set forth in Section 15 of this Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stockPurchase, (vd) except as expressly provided in the Merger Agreement, terminatenext paragraph, extend or otherwise amend or modify the expiration date of the Offer, or (vie) change the form of consideration payable in the Offer. Pursuant to the Merger Agreement, Sub may, without the consent of the Company, (viia) otherwise amendextend the Offer for up to forty-five (45) days, modify or supplement if at the initial scheduled expiration date of the Offer any of the terms conditions to Sub's obligation to purchase Shares are not satisfied or waived, until such time as such conditions are satisfied or waived, (b) extend the Offer, if all of the conditions to the Offer are satisfied or waived but the number of Shares validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares on a fully-diluted basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); provided that Sub shall immediately accept and promptly pay for all Shares tendered prior to the date of such an extension and shall otherwise meet the requirements of Rule 14d-11 under the Securities Exchange Act of 1934 (the "Exchange Act") in connection with each such extension, (c) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and (d) extend the Offer in increments of not more than twenty (20) business days, if at the initial scheduled expiration of the Offer in (or any manner adverse extension thereof) the waiting period (and any extension thereof) applicable to any holder of common stock the transactions under the HSR Act shall not have been terminated or (viii) provide shall not have expired or any subsequent offering periodconsents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of the Merger, shall not have been obtained or made. The rights reserved in the foregoing paragraphs are in addition to any additional rights described in Section 15 of this Offer to Purchase entitled "Certain Conditions of the Offer." Any extension, delay, termination termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereofannouncement. An announcement, and such announcement in the case of an extension extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Dateexpiration of the Offer, in accordance with the public announcement requirements of Rule 14e-1(d). Without Subject to applicable law (including Rules 14d- 4(d), and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which Purchaser Sub may choose to make any public announcement, it currently intends Sub shall have no obligation to make announcements regarding the Offer publish, advertise or otherwise communicate any such public announcement other than by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal RightsDow Xxxxx News Service.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (includingOffer, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we Purchaser will accept for payment and promptly pay for all Shares which are validly tendered prior to the Expiration Date and not properly withdrawn as permitted under in accordance with Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to 4. The term "Expiration Date" means 12:00 midnight, New York City time, on Monday, June 9, 1997, unless and until Purchaser, subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, shall have extended the period of time during which the Offer is referred open, in which event the term "Expiration Date" shall refer to as the “Offer Closing,” latest time and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Offer, as so extended by Purchaser, shall expire. Pursuant to the Merger becomes effective is referred Agreement, and subject to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence terms and conditions of the termination Offer, if all of the Conditions (as defined in Section 16) are not satisfied on the initial Expiration Date, and the Merger Agreement has not been terminated in accordance with its terms terms, Purchaser shall extend (and re- extend) the Offer to provide time to satisfy such Conditions through the Final Termination Date. The "Final Termination Date" shall initially be August 15, 1997, provided, however, if Purchaser shall extend the Offer pursuant to the provisions of the last sentence of this paragraph beyond August 15, 1997, the Final Termination Date shall be November 15, 1997. From and after the Final Termination Date, if all of the Conditions have not been satisfied on any Expiration Date of the Offer and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) Merger Agreement has not been satisfied terminated in accordance with its terms, Purchaser may but shall not be obligated to extend and re-extend the Offer to provide time to satisfy such Conditions. In addition, whether or waivednot the Conditions have been satisfied, then Purchaser must may extend and re-extend the Offer, on one or more occasionsfrom time to time, but in consecutive increments of up no event beyond November 15, 1997 if it believes such extension is advisable in order to five business days (or such longer period as facilitate the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception orderly transition of the Minimum Tender Condition) have been satisfied or waived, then business of the Company and to preserve and maintain the Company's business relationships. Parent and Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant do not expect to utilize this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required right to extend the Offer beyond October 28, 2013Offer. See Section 15. Subject to the applicable rules and regulations terms of the SECMerger Agreement, Purchaser expressly reserves the right to waive, amend the terms and conditions of the Offer in whole any respect by giving oral or in part, any condition written notice of such amendment to the Offer or modify Depositary. Without the terms consent of the Offer; providedCompany, however, that, without no amendment may be made which (x) decreases the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify price per Share or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change changes the form of consideration payable in the Offer, (viiy) otherwise amenddecreases the number of Shares sought, modify or supplement (z) imposes additional conditions to the Offer or amends any of the terms other term of the Offer in any manner adverse to the holders of Shares. The Offer is subject to certain Conditions set forth in Section 16, including satisfaction of the Minimum Condition and the expiration or termination of any holder waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of common stock 1976, as amended (the "HSR Act"). If any such Condition is not satisfied prior to the expiration of the Offer, Purchaser may, subject to the terms of the Merger Agreement, (i) terminate the Offer and return all tendered Shares to tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all such Shares until the expiration of the Offer as so extended, (iii) waive such Condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all Shares validly tendered and not withdrawn by the Expiration Date or (viiiiv) provide delay acceptance for payment of (whether or not the Shares have theretofore been accepted for payment), or payment for, any subsequent offering periodShares tendered and not withdrawn, subject to applicable law, until satisfaction or waiver of the Conditions to the Offer. For a description of Purchaser's right to extend the period of time during which the Offer is open, and to amend, delay or terminate the Offer, see Section 15. Any extension, delay, amendment or termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such the announcement in the case of an extension will to be made issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration DateDate in accordance with Rules 14d-4(c), 14d- 6(d) and 14e-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of Purchaser under such rules or the manner in which Purchaser may choose to make any public announcement, it Purchaser currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the OfferDow Xxxxx News Service. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of5

Terms of the Offer. Upon On the terms and subject to the conditions prior satisfaction or waiver of the Offer Conditions, including the Minimum Condition (including, if the Offer is extended or amended, the terms and conditions of such any extension or amendment), we will accept for payment and promptly pay for any and all Shares validly tendered in accordance with the procedures set forth in Section 3 — “Procedures for Tendering Shares” and not properly withdrawn prior to the Expiration Date and not properly withdrawn as permitted under in accordance with the procedures set forth in Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, on the absence satisfaction or waiver of the termination Offer Conditions, including the Minimum Condition. Purchaser may terminate the Offer without purchasing any Shares if any of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Offer Conditions are not satisfied or waived. See Section 15 — 13 —“Certain Conditions of the Offer.” If, at We expressly reserve the initial Expiration Date or right to waive any later then-scheduled Expiration Date, any condition to of the Offer (other than Conditions and to make any change in the Minimum Tender Condition) has not been satisfied terms of or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with permitted by law. However, we have agreed in the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however Merger Agreement that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, thatwe will not, without the prior written consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the OfferRelypsa, (iia) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, the Antitrust Condition or the Restraints Condition, or (ivb) add make any change to the Offer Table of Contents Conditions terms or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date conditions of the Offer, (vi) change Offer that: • changes the form of consideration payable in the Offer, (vii) • decreases the Offer Price or the number of Shares sought in the Offer, other than as required by the Merger Agreement, • extends the Offer or Expiration Date, except as required or permitted by the Merger Agreement, • imposes conditions to the Offer other than those set forth in the Merger Agreement, • modifies the other Offer Conditions, or • otherwise amend, modify amends any other term or supplement any of the terms condition of the Offer in any manner adverse to any holder the holders of common stock or (viii) provide any subsequent offering periodShares. Any extension, delay, termination extension or amendment of the Offer, waiver of a condition of the Offer, delay in acceptance for payment, payment, or termination of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will to be made no issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration DateDate in accordance with the requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. Without limiting our obligation under such rules or the manner in which Purchaser we may choose to make any public announcement, it we currently intends intend to make announcements regarding the Offer by issuing a press release to the NASDAQ OMX (or such other national media outlet or outlets as we deem prudent) and by making any appropriate filing with the SEC. If we extend On the terms and subject to the conditions of the Offer, are delayed in our acceptance promptly following the Expiration Date, we will be required to accept for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer and pay for any reason, then, without prejudice Shares validly tendered and not properly withdrawn. Pursuant to our rights under the Offer and the Merger Agreement, we are required, unless the Depositary 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, in any such case that is applicable to the 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 retain tendered Shares on our behalfbe approved in advance by Relypsa) in order to permit the satisfaction of all of such Offer Conditions, and such 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 may previously tendered and not be properly withdrawn except will remain subject to the extent that tendering stockholders are entitled Offer, subject to any withdrawal rights as described herein under rights. See Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer Offer, or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(114d-4(d), 14d-6(c) and 14e-1 l4e-1(d) under the Exchange Act, or otherwise. The minimum period during which an a tender offer must remain open following material changes in the terms of the Offer tender offer or the information concerning the Offertender offer, other than a change in price or a change in the percentage of securities sought, will depend upon on the facts and circumstances, including the relative materiality of the terms or information changesany such change. We understand that in the SEC’s view, an A tender offer should remain open for a minimum of five business days from the date the a material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of or securities sought, a minimum of ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or The Merger Agreement does not such Shares were tendered before the announcement of the increase in consideration. We will not provide contemplate a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, to not to accept for payment or pay for any Shares validly tendered and not properly withdrawn if, at the Expiration Date, Date any of the conditions to the Offer Conditions have not been satisfiedsatisfied or waived. See Section 15 13 — “Certain Conditions of the Offer.” Under certain other circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Purpose of the Offer and Plans for Relypsa; Merger Agreement; Agreement and Other Agreements — The Merger Agreement — Termination”. Under .” As soon as practicable after the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, if we do not acquire at least one Share more than 90% Purchaser will complete the Merger without a vote of the fully-diluted Shares stockholders of Relypsa in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% accordance with Section 251(h) of the Shares then outstanding on a fully-diluted basis at a price per Share equal DGCL. Relypsa has agreed to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided provide us with Steinway’s stockholder its list of stockholders and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofof Shares. This Offer to Purchase, the related Letter of Transmittal and other related materials will be mailed to record holders of Shares whose names appear on the stockholder list of Relypsa and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. Unless the context indicates otherwise, in this Offer to Purchase, we use the terms "us," "we" and "our" to refer to Purchaser and, where appropriate, Parent. We use the term "Parent" to refer to SanDisk Corporation alone, the term "Purchaser" to refer to Flight Merger Sub, Inc. alone and the term "Fusion-io" to refer to Fusion-io, Inc. alone. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered on or prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal 4—"Withdrawal Rights.” Acceptance " The Offer is made only for payment of Shares pursuant to and subject is not made for any Fusion-io Options or Fusion-io RSUs. However, you may tender Shares purchased prior to the conditions Expiration Date following the exercise of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” vested Fusion-io Options. The Offer is conditioned upon, among other things, the absence of the termination of things (a) that the Merger Agreement has not been terminated in accordance with its terms and (b) the satisfaction of (i) the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, (ii) the Antitrust Condition, Regulatory Condition and (iii) the governmental authority condition and the other conditions condition, as described in Section 15 — “Certain 15—"Certain Conditions of the Offer.” If" The Merger Agreement provides that if (i) required by any law or order, or any rule, regulation or other requirement of the Securities and Exchange Commission (the "SEC") or the New York Stock Exchange ("NYSE") which is applicable to the Offer, Purchaser shall extend the Offer for any such required period, (ii) at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to of the Offer Conditions (other than the Minimum Tender Condition) has have not been satisfied or waived, then Purchaser must shall extend the Offer, on one or more occasions, in consecutive increments Offer for successive extension periods of up to five ten business days (or each until such longer period as the Purchaser and Steinway may agree) until the condition conditions has been satisfied or waived. If, (iii) at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have Condition is the only Offer Condition that has not been satisfied or waived, then Purchaser may, and if requested by Steinway must, shall extend the Offer for two successive extension periods of ten business days each in increments order to further seek to satisfy the Minimum Condition, (iv) the Regulatory Condition is satisfied or waived within five business days of the initial Expiration Date or any later then-scheduled Expiration Date and any other Offer Condition is not satisfied or waived at such Expiration Date, Purchaser shall extend the Offer for one extension period of five business days; provided however that , and (v) any Offer Condition is not satisfied or waived as of the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested initial Expiration Date or approved by Steinway. Notwithstanding the foregoingany later then-scheduled Expiration Date, Purchaser may, in its sole discretion, elect to (but shall not be required to) extend the offer for one or more further successive extension periods of up to ten business days each. However, in no event is Purchaser required to extend the Offer beyond October 2816, 20132014. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, provided that, without the consent of SteinwayFusion-io, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (viii) change the form of consideration payable to be paid in the Offer, (iii) reduce the number of Shares sought to be purchased in the Offer, (iv) amend or modify the Minimum Condition, (v) amend or modify any Offer Condition (other than the Minimum Condition) in a manner that broadens such Offer Condition, adversely impacts Fusion-io's stockholders or provides for a "subsequent offering period" in accordance with Rule 14d-11 promulgated under the Exchange Act (or any extension thereof), (vi) impose conditions to the Offer that are in addition to the Offer Conditions or (vii) otherwise amendextend the Offer other than in a manner pursuant to, modify or supplement any of and in accordance with, the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering periodMerger Agreement. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal 4—"Withdrawal Rights.” " However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), which requires us to promptly pay the consideration offered or return the securities Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s 's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain 15—"Certain Conditions of the Offer.” " Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The 11—"The Merger Agreement; Other Agreements — Agreements—Merger Agreement — Agreement—Termination”. Under ." Immediately following the purchase of Shares in the Offer, we expect to complete the Merger Agreementwithout a vote of the stockholders of Fusion-io pursuant to Section 251(h) of the DGCL. However, if we do not acquire Purchaser and any other subsidiary of Parent hold in the aggregate at least one Share more than 90% of the fully-diluted issued and outstanding Shares in following the Offer after our acceptance of, and payment for Shares pursuant to consummation of the Offer, we have been granted an irrevocable option (then the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% Merger will be completed without a vote of the Shares then outstanding on a fullyStockholders of Fusion-diluted basis at a price per Share equal io pursuant to Section 253 of the Offer PriceDGCL. The TopFusion-Up Option may not be exercised more than once. Steinway io has provided us with Steinway’s Fusion-io's stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofof Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Fusion-io's stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares.

Terms of the Offer. Upon As promptly as practicable after the terms and subject to the conditions date of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger this Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement but in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any no event later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as following the Purchaser and Steinway may agree) until public announcement of the condition has been satisfied or waived. Ifexecution of this Agreement, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to Merger Sub shall commence the Offer (with within the exception meaning of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of Merger Sub to accept for payment, Purchaser and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in EXHIBIT A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 (the "EXCHANGE ACT")). Merger Sub expressly reserves the right to waive, in whole or in part, waive any condition to the Offer or modify the terms of the Offer; provided, however, except that, without the prior written consent of Steinwaythe Special Committee, Purchaser canMerger Sub shall not (i) reduce waive the number of shares of common stock subject to the OfferMinimum Condition (as defined in EXHIBIT A hereof), (ii) reduce the Offer Priceprice per share of Company Common Stock or change the form of consideration to be paid pursuant to the Offer, (iii) amend, modify or waive decrease the Minimum Tender Conditionnumber of shares sought pursuant to the Offer, (iv) add to the Offer Table of Contents Conditions conditions set forth in EXHIBIT A or amend, modify or supplement any Offer Condition condition set forth in EXHIBIT A in any manner adverse to any holder the holders of common stock, Company Common Stock or (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer for any holder period required by any rule, regulation, interpretation or position of common stock the SEC or the staff thereof applicable to the Offer and (viiiii) provide any make available a "subsequent offering period. Any extension," in accordance with Rule 14d-11 of the SEC, delayof not less than three nor greater than 20 business days PROVIDED, termination or amendment HOWEVER, that Merger Sub shall extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions of the Offer will set forth in EXHIBIT A but in no event shall Merger Sub be followed as promptly as practicable by public announcement thereof, and such announcement in required to extend the case of an extension will be made no Offer later than 9:00 a.m.October 31, New York City time, on 2000. On the next business day after terms and subject only to the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding conditions of the Offer by issuing a press release set forth in EXHIBIT A, Merger Sub shall pay for all shares of Company Common Stock validly tendered and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment not withdrawn pursuant to the Offer for any reason, then, without prejudice that Merger Sub becomes obligated to our rights under purchase pursuant to the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions expiration of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of such extension or amendment), we Purchaser will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly theretofore withdrawn as permitted under in accordance with Section 4 — “Withdrawal Rights.” Acceptance for payment 3 of Shares pursuant this Offer to Purchase. The term "Expiration Date" shall mean 12:00 Midnight, New York City time, on Friday, February 28, 1997, unless and subject to until the conditions of the OfferPurchaser, which shall occur on August 22, 2013 unless we extend the Offer pursuant to in accordance with the terms of the Merger Agreement, shall have extended the period of time for which the Offer is referred to as open, in which event the “Offer Closing,” term "Expiration Date" shall mean the latest time and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to Offer, as so extended by the “Effective Time.” Purchaser, shall expire. The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other expiration or termination of all waiting periods imposed by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the regulations thereunder (the "HSR Act"). See Section 14. If such conditions described in Section 15 — “Certain Conditions of are not satisfied prior to the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, the Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any condition to of the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend Shares tendered and terminate the Offer, on one or more occasionssubject to the terms of the Merger Agreement, in consecutive increments (ii) waive any of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with Offer, to the exception extent permitted by applicable law and the provisions of the Minimum Tender Condition) have been satisfied or waivedMerger Agreement, then Purchaser mayand, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant subject to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the complying with applicable rules and regulations of the SECSecurities and Exchange Commission (the "Commission"), purchase all Shares validly tendered or (iii) extend the Offer and, subject to the right of stockholders to withdraw Shares until the Expiration Date, retain the Shares which will have been tendered during the period or periods for which the Offer is extended. The Merger Agreement provides that if the sole condition to the Offer remaining unsatisfied as of the initial expiration date of the Offer is the failure of the waiting period under the HSR Act to have expired or been terminated, then the Purchaser will extend the Offer from time to time until two business days following the expiration of such waiting period. Subject to the terms of the Merger Agreement, the Purchaser expressly reserves the right to waiveright, in whole its sole discretion, at any time or in partfrom time to time, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce to extend the number period of shares time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Shares, by giving oral or written notice 2 5 of common stock subject such extension to the Offer, Depositary and (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse respect (including, without limitation, by decreasing or increasing the consideration offered in the Offer (the "Offer Price") to any holder holders of common stock Shares and/or by decreasing the number of Shares being sought in the Offer), by giving oral or (viii) provide any subsequent offering periodwritten notice of such amendment to the Depositary. The rights reserved by the Purchaser in this paragraph are in addition to the Purchaser's rights to terminate the Offer as described in Section 14. Any extension, delay, amendment or termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such the announcement in the case of an extension will to be made issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration DateDate in accordance with the public announcement requirements of Rule 14d-4(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Without limiting the obligation of the Purchaser under such Rule or the manner in which the Purchaser may choose to make any public announcement, it the Purchaser currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with to the SECDow Jonex Xxxs Service. If we extend The Merger Agreement provides that, without the written consent of the Company, the Purchaser will not amend or waive the Minimum Condition, decrease the price per Share to be paid or the number of Shares sought pursuant to the Offer, are delayed or amend the conditions of the Offer in our acceptance for payment any manner adverse to the holders of Shares. If the Purchaser extends the Offer, or payment if the Purchaser (whether before or after our its acceptance for payment for of Shares) is delayed in its purchase of or payment for Shares or are is unable to accept pay for Shares for payment pursuant to the Offer for any reason, then, without prejudice to our the Purchaser's rights under the Offer and the Merger AgreementOffer, the Depositary may retain tendered Shares on our behalfbehalf of the Purchaser, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under in Section 4 — “Withdrawal Rights.” 3. However, our the ability of the Purchaser to delay the payment for Shares that we have which the Purchaser has accepted for payment is limited by Rule 14e-1(c14e-l(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly that a bidder pay the consideration offered or return the securities deposited by or on behalf of stockholders holders of securities promptly after the termination or withdrawal of the Offer. If we make the Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or if we waive waives a material condition of the Offer, we the Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(114d-4(c), 14d-6(c14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an offer the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstancescircumstances then existing, including the relative materiality of the changed terms or information changesinformation. We understand In a public release, the Commission has stated that in its view an offer must remain open for a minimum period of time following a material change in the SEC’s viewterms of the Offer and that waiver of a material condition, such as the Minimum Condition, is a material change in the terms of the Offer. The release states than an offer should remain open for a minimum of five business days from the date the a material change is first published, sent or given to stockholderssecurity holders and that, and if material changes are made with respect to a change in information not materially less significant than the offer price or a change in percentage and the number of securities shares being sought, a minimum of ten business day period generally is days may be required to allow for adequate dissemination to stockholders and investor response. If, on or before The requirement to extend the Expiration Date, we increase Offer will not apply to the consideration being paid for Shares accepted for payment in extent that the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in number of business days remaining between the Offer, whether or not such Shares were tendered before the announcement occurrence of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement change and the applicable rules and regulations then-scheduled Expiration Date equals or exceeds the minimum extension period that would be required because of such amendment. As used in this Offer to Purchase, "business day" has the SEC, not to accept for payment any Shares if, at meaning set forth in Rule 14d-1 under the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer PriceExchange Act. The Top-Up Option may not be exercised more than once. Steinway Company has provided us the Purchaser with Steinway’s the Company's stockholder list lists and security position listings for the purpose of disseminating this the Offer to Purchase, holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed by the Purchaser to record holders of Shares and other related materials will be furnished by the Purchaser to holders ofbrokers, dealers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder lists or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Shares. 3 6 2.

Terms of the Offer. ​ The Offer and withdrawal rights will expire at one minute following 11:59 p.m. (12:00 midnight), New York City time, on Thursday, May 19, 2022, unless the Offer is extended or earlier terminated in accordance with the terms of the Merger Agreement. Upon the terms and subject to the satisfaction, or to the extent permitted, waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we Purchaser will prior to 9:00 a.m., New York City time, on the business day immediately after the Offer Expiration Time, accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn prior to the Offer Expiration Time (as permitted under Section 4 — “Withdrawal Rights.” ”), and will pay for such Shares promptly (and in any event within three business days) after the Acceptance Time (as defined below). The date and time of Purchaser’s acceptance for payment of all Shares pursuant to validly tendered and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer not properly withdrawn pursuant to the terms of the Merger Agreement, Offer is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing DateAcceptance Time.” The time at which the Merger becomes effective Offer is referred not subject to as the “Effective Time.” any financing condition. The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), and the Financing Proceeds waiver by Parent and Purchaser or the satisfaction of the Inside Date Condition (as defined below), the Rights Plan Condition, and the Antitrust Approvals Condition. For purposes of determining whether the Minimum Tender Condition has been satisfied, Shares tendered in the governmental authority condition and Offer pursuant to guaranteed delivery procedures that have not been “received” ​(as such terms are defined in Section 251(h) of the DGCL) prior to the Offer Expiration Time are excluded. The Offer is also subject to other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC and the terms and conditions of the Merger Agreement, any of the conditions to the Offer may be waived by Parent and Purchaser in whole or in part, at any time and from time to time, in their sole discretion, except that Parent and Purchaser are not permitted to waive the Minimum Tender Condition or the Termination Condition except, in the case of the Minimum Tender Condition, with the prior written consent of the Company. See Section 15 — “Conditions of the Offer.” We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Offer Expiration Time, any of the conditions to the Offer have not been satisfied. See Section 15 — “Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Termination of the Merger Agreement.” Pursuant to the Merger Agreement, we may extend the Offer beyond its initial Offer Expiration Time, but in no event will we be required or permitted to extend the Offer beyond October 7, 2022 (the “Termination Date”). We have agreed in the Merger Agreement that Purchaser will extend the Offer (i) for any minimum period required by any applicable law or any rule, regulation, interpretation or position of the SEC or its staff or of NASDAQ or its staff, applicable to the Offer, the Schedule 14D-9 or the Offer documents; (ii) if, as of the then-scheduled Offer Expiration Time, the Company has delivered written notice to Parent in accordance with the Merger Agreement that the Company intends to effect an Adverse Recommendation Change (as defined below) and/or terminate the Merger Agreement due to its receipt of a Superior Proposal (as defined below) or the occurrence of an intervening event (as defined below); (iii) if, at the then-scheduled Offer Expiration Time, the Company brings or will have brought any legal action to enforce specifically the performance of the terms and provisions of the Merger Agreement by Parent or Purchaser; and (iv) if at the-then scheduled Offer Expiration Time, any of the Offer conditions (other than those conditions that by their terms are to be satisfied at the Offer closing) has not been satisfied or waived (to the extent waiver is permitted under the Merger Agreement and applicable law) by Parent and Purchaser; provided, that if at the otherwise scheduled Offer Expiration Time, all of the Offer conditions (other than the Minimum Condition and the other Offer conditions that by their terms are to be satisfied at the Offer closing) shall have been satisfied or waived (to the extent waiver is permitted under the Merger Agreement and applicable law), Purchaser may, and Purchaser shall upon receipt of the Company’s written request, extend the Offer for up to four occasions, in the aggregate, in consecutive periods of five business days each (or for TABLE OF CONTENTS such other duration as the parties may agree). If at the otherwise scheduled Offer Expiration Time, all of the Offer conditions (other than the Inside Date Condition and the other Offer conditions that by their terms are to be satisfied at the closing of the Offer) shall have been satisfied or waived, Purchaser shall extend the Offer until 5:00 p.m., New York City time, on the first business day after July 1, 2022. See “Introduction,” Section 1 — “Terms of the Offer” and Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — The Offer” for more details on our ability to extend the Offer. Pursuant to the Merger Agreement, Parent and Purchaser expressly reserves reserve the right right, at any time to waive, in whole or in part, any Offer condition (other than the Minimum Tender Condition and the Termination Condition), to increase the Offer Price or modify the terms of the Offer; provided, howeverin each case only in a manner not inconsistent with the Merger Agreement, that, except that Parent and Purchaser are not permitted (without the prior written consent of Steinway, Purchaser cannot the Company) to (i) reduce the number of shares of common stock Shares subject to the Offer, (ii) reduce the Offer PricePrice or change the form of consideration payable pursuant to the Offer, (iii) change, amend, modify modify, or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions conditions or impose any other conditions or requirements on the Offer, (v) change, amend, modify or supplement any existing Offer Condition condition in a manner that is adverse in any manner adverse respect to any holder the holders of common stockShares or that would, (v) except as expressly provided individually or in the aggregate, reasonably be expected to prevent or delay the consummation of the Offer or the Merger Agreement, terminate, extend (except to effect an extension to the Offer to the extent expressly permitted by the Merger Agreement or otherwise amend to validly terminate the Merger Agreement in accordance with the terms thereof) or modify impair the expiration date ability of Parent or Purchaser to consummate the Offer, (vi) change except as otherwise required or expressly permitted by the form of consideration payable in Merger Agreement, extend or otherwise change, amend or modify the OfferOffer Expiration Time, (vii) otherwise amend, modify or supplement provide for any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any “subsequent offering period. Any extension, delay, termination or amendment ” within the meaning of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) 14d-11 under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), which requires us (viii) terminate the Offer or (ix) otherwise change, amend, modify or supplement the Offer in any manner adverse to promptly pay the consideration offered holders of Shares or return in any manner that delays, interferes with, hinders or impairs the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal consummation of the Offer. If The Offer may not be terminated or withdrawn prior to its scheduled Offer Expiration Time (as extended and re-extended in accordance with the Merger Agreement), unless the Merger Agreement is terminated in accordance with the terms thereof. If, subject to the terms of the Merger Agreement, we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in In the SEC’s view, an offer to purchase should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. Accordingly, if, prior to the Offer Expiration Time, Purchaser decreases the number of Shares being sought or changes the Offer Price, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase or decrease is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such tenth business day. If, on or before the Offer Expiration DateTime, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not provide a subsequent offering period be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights” or the Offer is withdrawn or terminated or the Merger Agreement is terminated pursuant to its terms. However, our ability to delay the payment for Shares that we have accepted for payment is limited by TABLE OF CONTENTS​ Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. We expressly reserve Any extension, delay, termination, waiver or amendment of the rightOffer will be followed as promptly as practicable by public announcement thereof, such announcement in our sole discretionthe case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Offer Expiration Time. Subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service. As used in this Offer to Purchase, “business day” means any day other than a Saturday, a Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight, New York City time (provided that when used in reference to the Merger Agreement, “business day” means any day the principal offices of the SEC in Washington, D.C. are open to accept filings, other than Saturday, Sunday or any other day on which (i) commercial banks in New York, New York are authorized or required by applicable law to be closed or (ii) the Office of the Secretary of State of the State of Delaware is not open for business). Under no circumstances will interest be paid on the Offer Price for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares. As soon as practicable following the consummation of the Offer and subject to the terms and satisfaction or waiver (to the extent waiver is permitted under applicable law) of certain conditions as described herein under Section 15 — “Conditions of the Offer,” Purchaser will complete the Merger without a vote of the stockholders of the Company to adopt the Merger Agreement and consummate the applicable rules and regulations Merger in accordance with Section 251(h) of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer PriceDGCL. The Top-Up Option may not be exercised more than once. Steinway Company has provided us Purchaser with Steinwaythe Company’s stockholder list and security position listings for the purpose of disseminating this the Offer to Purchase, Letter of Transmittal and other Offer related materials to holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on the Company’s stockholder list and other related materials will be furnished, for subsequent transmittal to holders ofbeneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such any extension or amendment), we Purchaser will accept for payment and promptly pay for purchase all Shares validly tendered and not properly withdrawn in accordance with the procedures set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, on or prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares Date. The "Expiration Date" is 5:00 P.M., New York City time, on March 3, 2017, unless the Offer is extended pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to in accordance with the terms of the Merger Agreement, is referred to as in which event "Expiration Date" will mean the “Offer Closing,” latest time and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Offer, as so extended, will expire. The Merger becomes effective Agreement provides that, unless the Merger Agreement is referred terminated, Purchaser may, in its sole discretion, extend the Offer for one or more periods of up to twenty (20) business days each if, at the then scheduled Expiration Date, any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase have not been satisfied or, to the extent permitted by applicable law, waived by Textron or Purchaser. The Merger Agreement provides that Purchaser will also extend the Offer for any period required by any applicable law or any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or any of the rules and regulations, including listing standards, of NASDAQ or any other United States national securities exchange on which the Shares are then traded. Unless the Offer is terminated in accordance with the Merger Agreement, in the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, to the extent permitted by applicable law, waived by Textron or Purchaser as of any then scheduled expiration of the “Effective Time.” Offer and the Arctic Cat Board has not effected an Adverse Recommendation Change (as defined in Section 12(a)—"Merger Agreement" of this Offer to Purchase), Arctic Cat may, in its sole discretion and by written notice at least two (2) business days prior to the then scheduled expiration of the Offer, request that Purchaser extend the Offer for one period of ten (10) business days, until all of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are satisfied or, where permitted by applicable law, waived by Textron or Purchaser. See Section 1—"Terms of the Offer" of this Offer to Purchase for additional information about Purchaser's obligations to extend the Offer. In no event will Purchaser be required to extend the Offer for any reason beyond the earlier to occur of (a) the date the Merger Agreement is terminated or (b) May 24, 2017. Under no circumstances will interest be paid on the Offer Price for tendered Shares, regardless of any extension of or amendment to the Offer or any delay in paying for the Shares. The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Regulatory Approval Condition, the governmental authority condition Governmental Authority Condition, the Representations Condition, the Covenants Condition and the Material Adverse Effect Condition. Consummation of the Offer is also conditioned upon the satisfaction or, to the extent permitted by applicable law, waiver of other conditions set forth in the Merger Agreement and described in Section 15 — “Certain Conditions 15—"Conditions of the Offer.” If, at " of this Offer to Purchase. In the initial Expiration Date or any later then-scheduled Expiration Date, event that Purchaser waives any condition set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, the SEC may, if the waiver is deemed to constitute a material change to the information previously provided to shareholders of Arctic Cat, require that the Offer (other than remain open for an additional period of time and that Textron and Purchaser disseminate information concerning such waiver. Purchaser acknowledges that Rule 14e-1(c) under the Minimum Tender Condition) has not been satisfied Exchange Act requires Purchaser to pay the consideration offered or waived, then Purchaser must extend return the Shares tendered promptly after the termination or withdrawal of the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all of the conditions to of the Offer (with the exception of the Minimum Tender Condition) have been satisfied or or, to the extent permitted by applicable law, waived, then Purchaser may, will accept for payment and if requested by Steinway must, extend the Offer promptly pay for Shares tendered to Purchaser and not properly withdrawn in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent . After acceptance for payment of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable Shares in the Offer, (vii) otherwise amendif Textron and Purchaser do not hold, modify or supplement any in the aggregate and, if applicable, after giving effect to the "top up option," at least 90% of the terms outstanding Shares to permit Purchaser to consummate the Merger as a "short-form" merger pursuant to Section 302A.621 of the MBCA, then Purchaser will provide, in accordance with Rule 14d-11 under the Exchange Act, the Subsequent Offering Period of not less than three (3) nor more than twenty (20) business days as determined in the sole discretion of Textron and Purchaser. The Subsequent Offering Period, if it is provided, will allow shareholders of Arctic Cat to tender Shares after the Expiration Date and receive the same consideration that was paid in the Offer. In the Subsequent Offering Period, Shares may be tendered in the Offer (but Shares tendered may not be withdrawn) and Purchaser will immediately accept and promptly pay for Shares as they are tendered. In the event that it is necessary for Purchaser to provide the Subsequent Offering Period, Purchaser will provide an announcement to that effect along with the results of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made a national news service no later than 9:00 a.m.A.M., New York City time, on the next business day after the previously scheduled Expiration Date. Without The Expiration Date for the Offer is currently scheduled for 5:00 P.M., New York City time, on March 3, 2017. Textron and Purchaser reserve the right to increase the Offer Price, waive (to the extent permitted by applicable law), in its sole discretion, in whole or in part, any condition to the Offer or make any other changes in the terms and conditions of the Offer, except, unless otherwise contemplated by the Merger Agreement or as previously approved by Arctic Cat in writing, Purchaser is not permitted to: • decrease the Offer Price; • change the form of consideration payable in the Offer; • reduce the maximum number of Shares sought to be purchased in the Offer; • amend or waive the Minimum Condition; • amend any of the other conditions and requirements to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase in a manner materially adverse to the holders of Shares; or • extend the Expiration Date in a manner other than in accordance with the Merger Agreement. If, prior to the Expiration Date, Purchaser increases the Offer Price offered to shareholders of Arctic Cat in the Offer, Purchaser will pay the increased price to all shareholders of Arctic Cat from whom Purchaser purchases Shares in the Offer, whether or not Shares were tendered before the increase in price. As of the date of this Offer to Purchase, Purchaser has no intention to increase the Offer Price. The rights Purchaser reserves in the preceding paragraph are in addition to its rights pursuant to Section 15—"Conditions of the Offer" of this Offer to Purchase. Any extension, waiver or amendment of the Offer, delay in acceptance for payment or payment for the Shares tendered in the Offer, or termination of the Offer, will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be made no later than 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Exchange Act. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of such changes), and without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends Purchaser will have no obligation to make announcements regarding the Offer publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service. During any such extension, all Shares previously tendered and making any appropriate filing with the SEC. If we extend not properly withdrawn will remain subject to the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant subject to the Offer for any reason, then, without prejudice rights of a tendering shareholder to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and withdraw such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offershareholder's Shares. If we make Purchaser makes a material change in the terms of the Offer or the information concerning the Offer Offer, or if we waive Purchaser waives a material condition of to the Offer, we Purchaser will extend the Offer and disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) applicable law and 14e-1 under the Exchange Actapplicable regulations of the SEC. The minimum period during which an offer the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend depends upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in In the SEC’s 's view, an a tender offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to stockholdersshareholders, and and, if material changes are made with respect to a change in information that approaches the significance of price or a change in and the percentage of securities sought, a minimum of ten (10) business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum ten (10) business day period from the date of the change is generally is required to allow for adequate dissemination to stockholders and investor responseshareholders. IfAccordingly, on or before if, prior to the Expiration Date, we increase Purchaser decreases the number of Shares being sought, or increases or decreases the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares offered pursuant to the Offer, we have been granted an irrevocable option and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth (10th) business day from the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% date that notice of the Shares then outstanding on a fully-diluted basis at a price per Share equal increase or decrease is first published, sent or given to shareholders of Arctic Cat, Purchaser will extend the Offer Priceat least until the expiration of that ten (10) business day period. The Top-Up Option may not be exercised more For purposes of the Offer, a "business day" means any day other than oncea Saturday, Sunday or a United States federal holiday and consists of the time period from 12:01 A.M. through 12:00 midnight, New York City time. Steinway Arctic Cat has provided us Textron and Purchaser with Steinway’s stockholder list its shareholder lists and security position listings for the purpose of disseminating this the Offer to shareholders of Arctic Cat. This Offer to Purchase, the related Letter of Transmittal and other related relevant materials will be mailed to record holders ofof Shares, and will be furnished to brokers, dealers, commercial banks, trust companies or other nominees whose names appear on the security holder lists or, if applicable, that are listed as participants in a clearing agency's security position listing, for forwarding to beneficial owners of Shares.

Terms of the Offer. The Offer and withdrawal rights will expire at midnight, New York City time, at the end of the day on Thursday, October 3, 2019, unless the Offer is extended or earlier terminated. Upon the terms and subject to the satisfaction, or to the extent permitted, waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will Purchaser will, at or as promptly as practicable following the Expiration Time, irrevocably accept for payment and promptly pay for all Shares validly tendered and not properly withdrawn prior to the Expiration Date Time (as permitted under Section 4—“Withdrawal Rights”). The date and time of Purchaser’s irrevocable acceptance for payment of all Shares validly tendered and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, Offer is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Acceptance Time.” Additionally, at or as promptly as practicable (and in any event within three business days) following the Acceptance Time, Purchaser will pay for all such Shares. The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition and the Regulatory Conditions. The Minimum Condition requires that the number of Shares validly tendered in accordance with the terms of the Offer and “received” (as defined belowin Section 251(h)(6) of the DGCL) and not properly withdrawn, together with any Shares owned by Purchaser or its “affiliates” (as defined in Section 251(h)(6) of the DGCL), equals at least a majority of the outstanding Shares as of the Expiration Time. For purposes of determining whether the Minimum Condition has been satisfied, Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not been received by the depositary prior to the Expiration Time are excluded. See Section 3—“Procedures for Accepting the Offer and Tendering Shares” for more information about these guaranteed delivery procedures. The Regulatory Conditions require that (i) all waiting periods (including all extensions thereof) applicable to the consummation of the Offer and the Merger under the HSR Act, have expired or been terminated, (ii) the German Federal Cartel Office (Bundeskartellamt) has cleared the consummation of the Offer and the Merger, the relevant waiting period shall have expired, or the German Federal Cartel Office has informed the parties to the Merger Agreement that it does not exercise jurisdiction over the Offer and the Merger, and (iii) the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde) shall have cleared the consummation of the Offer and the Merger, no official party (Amtspartei) shall have applied for a review of the transaction pursuant to Sec. 11 of the Austrian Antitrust Act (Kartellgesetz), the Financing Proceeds Condition (as defined below)relevant waiting period shall have expired, or the Rights Plan Condition, Austrian Federal Competition Authority has informed the Antitrust Condition, parties to the governmental authority condition Merger Agreement that it does not exercise jurisdiction over the Offer and the Merger. The Offer is also subject to other conditions described in Section 15 — “Certain Conditions 15—“Conditions of the Offer.” If(all such conditions collectively, at the initial Expiration Date or any later then-scheduled Expiration Date“Offer Conditions”). We expressly reserve the right, any condition in our sole discretion, subject to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser terms and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, Merger Agreement and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Time, any of the conditions to the Offer have not been satisfied. See Section 15—“Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11—“The Merger Agreement; Other Agreements—The Merger Agreement—Termination of the Merger Agreement.” Subject to the terms and conditions of the Merger Agreement and applicable laws, rules and regulations, any Offer Condition (other than the Minimum Condition) may be waived by Purchaser expressly reserves the right to waive, and Parent in whole or in partpart at any time and from time to time in their sole discretion, any condition to the Offer or modify the terms of the Offer; provided, however, except that, without the prior written consent of SteinwayCarbon Black, Purchaser canand Parent may not (i) reduce the maximum number of shares of common stock subject Shares sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) amend, modify Price or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Condition, (iv) impose conditions to the Offer that are in addition to the Offer Conditions, or modify or amend any existing Offer Condition in a manner adverse to the holders of the Shares, (v) except as otherwise required or permitted by section 1.1(d) of the Merger Agreement, extend or otherwise change the Table of Contents Expiration Time, (vi) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act, (vii) increase the Offer Price, except following an Adverse Recommendation Change (as defined below) or Carbon Black’s delivery to us of a notice of a Superior Proposal (as defined below) or in the event that we are permitted to extend the Offer pursuant to section 1.1(d)(i)(2) of the Merger Agreement, or (viii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment the holders of the Shares. See Section 1—“Terms of the Offer,” Section 11—“The Merger Agreement; Other Agreements—The Merger Agreement—The Offer—Terms and Conditions of the Offer” and Section 15—“Conditions of the Offer.” We will extend the Offer will on one or more occasions (i) if on the then scheduled Expiration Time, the Minimum Condition has not been satisfied or any of the other Offer Conditions has not been satisfied or waived by Parent or Purchaser, in consecutive increments of up to 15 Business Days each, as determined by Purchaser in its sole discretion, in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Purchaser to waive any Offer Condition, other than the Minimum Condition); provided, however, that (A) Purchaser shall not be followed as promptly as practicable by public announcement thereof, and such announcement in required to extend the case of an extension will be made no Offer to a date later than 9:00 a.m.December 22, New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser 2019 (as it may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment be extended pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and terms of the Merger Agreement, the Depositary may retain tendered Shares on our behalf“Outside Date”), and (B) if all of the Offer Conditions (other than the Minimum Condition and other than those conditions that by their nature are to be satisfied at the Expiration Time, but subject to such Shares may conditions being able to be satisfied) have been satisfied or waived, Purchaser shall not be withdrawn except required to (but in its sole discretion may) extend the extent Offer to a date later than the earlier of (x) the Outside Date and (y) the date that tendering stockholders is 20 Business Days after the date that all of the Offer Conditions (other than the Minimum Condition and other than those conditions that by their nature are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” Howeverbe satisfied at the Expiration Time, our ability but subject to delay such conditions being able to be satisfied) have been satisfied or waived, and (ii) if required by any rule, regulation, interpretation or position of the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under SEC, the Securities Exchange Act of 1934, as amended staff thereof or the Nasdaq Global Select Market (the “Nasdaq”) or the New York Stock Exchange Act(the “NYSE”), which requires us except that Purchaser shall not be required to promptly pay extend the consideration offered or return Offer to a date later than the securities deposited by or on behalf of stockholders promptly after Outside Date. If, subject to the termination or withdrawal terms of the Offer. If Merger Agreement, we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer offer or information concerning the Offeroffer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in In the SEC’s view, an offer to purchase should remain open for a minimum of five 5 business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten 10 business day period generally is required to allow for adequate dissemination to stockholders and investor response. Accordingly, if, prior to the Expiration Time, Purchaser decreases the number of Shares being sought or changes the Offer Price, and if the Offer is scheduled to expire at any time earlier than the 10th business day from the date that notice of such decrease or change is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such 10th business day. If, on or before the Expiration DateTime, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all Carbon Black stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for If we extend the Offer. We expressly reserve the right, are delayed in our sole discretion, subject to the terms and conditions acceptance for payment of the Merger Agreement and the applicable rules and regulations of the SEC, not or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment any Shares if, at the Expiration Date, any of the conditions pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described under Section 4—“Withdrawal Rights.” However, our ability to delay the payment for Shares that we have not been satisfied. See Section 15 — “Certain Conditions accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Upon the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such any extension or amendment), we will have agreed in the Merger Agreement to accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under by the Expiration Date in accordance with the procedures set forth in Section 4 — “Withdrawal 4—"Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” " The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and upon the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions 13—"Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to " Purchaser may terminate the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, without purchasing any Shares if certain events described in consecutive increments Section 13 occur. See Section 11—"Purpose of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with and Plans for Op-Tech; Transaction Documents—the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Merger Agreement—Termination." Purchaser expressly reserves the right (but is not obligated), at any time or from time to waivetime, in whole or in parteach case, any condition prior to the Offer Expiration Date, to waive or modify to make any change in the terms and conditions of the Offer; providedOffer in any respect. However, howeverpursuant to the Merger Agreement, thatPurchaser has agreed that it will not, without the prior written consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the OfferOp-Tech, (ii1) reduce decrease the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi2) change the form of consideration payable in the Offer, (vii3) decrease the number of Shares sought in the Offer, (4) impose conditions to the Offer in addition to those set forth in Annex A of the Merger Agreement (and described below in Section 13—"Conditions of the Offer"), (5) amend or modify any of the conditions to the Offer in a manner that adversely affects the holders of Shares, (6) change or waive the Minimum Tender Condition or (7) extend or otherwise amendchange the Expiration Date other than as required or permitted by the Merger Agreement. Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer, modify Purchaser has agreed under the Merger Agreement, as promptly as practicable following the Expiration Date, to accept for payment and pay for any Shares validly tendered and not properly withdrawn by the Expiration Date. Purchaser reserves the right (but is not obligated) under the Merger Agreement to extend the Offer for one or supplement more periods determined by Purchaser of up to 20 business days per extension (the length of any such extension to be determined by Purchaser (or NRC on its behalf) in its sole discretion) if at any then-scheduled Expiration Date (1) the Minimum Tender Condition shall not have been satisfied (and, to the extent permitted, shall not have been waived by NRC) or (2) any of the other offer conditions described below in Section 13—"Conditions of the Offer" shall not have been satisfied (and, to the extent permitted, shall not have been waived by NRC). Purchaser is not, however, required to extend the Offer or the Expiration Date. In addition, without Op-Tech's consent, we may not extend the Offer beyond August 19, 2013, unless the failure of the offer conditions to be satisfied prior to August 19, 2013 was due to a breach by Op-Tech of the terms of the Offer in any manner adverse Merger Agreement. There can be no assurance that Purchaser will exercise its right to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer. During any extension of the initial offering period, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for all Shares or are unable to accept Shares for payment pursuant previously tendered and not properly withdrawn will remain subject to the Offer for any reasonand subject to withdrawal rights. See Section 4—"Withdrawal Rights." If, then, without prejudice subject to our rights under the Offer and terms of the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make Purchaser makes a material change in the terms of the Offer or the information concerning the Offer Offer, or if we waive it waives a material condition of the Offer, we Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(114d-4(d), 14d-6(c) and 14e-1 under the Exchange ActAct or otherwise. The minimum period during which an offer Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality materiality, of the terms or information changes. We understand that in In the SEC’s Commission's view, an offer to purchase should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholdersstockholders and, and if material changes are made with respect to a change in information that approaches the significance of price or a change in percentage of securities soughtand share levels, a minimum of ten business day period generally is days may be required to allow for adequate dissemination to stockholders and investor response. IfAccordingly, on or before if prior to the Expiration Date, we increase Date Purchaser decreases the number of Shares being sought or changes the consideration being paid for Shares accepted for payment in offered pursuant to the Offer, such increased consideration and if the Offer is scheduled to expire at any time earlier than the 10th business day from the date that notice of that change is first published, sent or given to stockholders, the Offer will be paid to all stockholders whose Shares are purchased in extended at least until the Offer, whether or not such Shares were tendered before the announcement expiration of the increase in considerationthat 10th business day. We will not provide a subsequent offering period for the Offer. We Purchaser expressly reserve reserves the right, in our its sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SECCommission, not to accept for payment any Shares if, at the Expiration Dateexpiration of the Offer, any of the conditions to the Offer set forth in Section 13—"Conditions of the Offer" have not been satisfied. See Section 15 — “Certain Conditions satisfied or upon the occurrence of any of the Offerevents set forth in Section 11—"Purpose of the Offer and Plans for Op-Tech; Transaction Documents—The Merger Agreement—Termination.” " Under certain circumstances, we NRC and Purchaser may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Purchaser expressly reserves the right, in its sole discretion, subject to the terms and conditions of the Merger Agreement — Termination”. Under and the Merger Agreement, if we do not acquire at least one Share more than 90% applicable rules and regulations of the fully-diluted Shares in the Offer after our acceptance ofCommission, and to delay payment for Shares pursuant to the extent necessary to comply with any applicable state securities laws. See Section 15—"Certain Legal Matters; Regulatory Approvals." The reservation by Purchaser of the right to delay the acceptance of or payment for Shares is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return Shares deposited by or on behalf of tendering stockholders promptly after the termination or withdrawal of the Offer. Any extension of the Offer, we waiver, amendment of the Offer, delay in acceptance for payment or payment or termination of the Offer will be followed, as promptly as practicable, by public announcement thereof, the announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. Without limiting the obligations of Purchaser under those rules or the manner in which Purchaser may choose to make any public announcement, Purchaser currently intends to make announcements by issuing a press release to a national news service and making any appropriate filing with the Commission. Pursuant to Rule 14d-11 under the Exchange Act, Purchaser may provide a subsequent offering period upon expiration of the initial offering period of the Offer on the Expiration Date. A subsequent offering period would be an additional period of time of not less than three business days, beginning no later than 9:00 a.m., New York City time, on the next business day following the expiration of the initial offering period of the Offer on the Expiration Date, during which Op-Tech stockholders may tender Shares not tendered in the Offer. A subsequent offering period, if one is provided, is not an extension of the Offer, which already will have been granted an irrevocable option (completed. During a subsequent offering period, tendering stockholders will not have withdrawal rights, and Purchaser will promptly purchase and pay for any Shares tendered during the “Topsubsequent offering period at the same price paid in the Offer. Op-Up Option”)Tech has agreed to provide Purchaser with its list of stockholders, subject to certain limitations, to purchase from Steinway mailing labels and any available listing or computer files containing the lowest number names and addresses of additional record holders of Shares sufficient to cause us to own one share more than 90% and lists of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings securities positions held in stock depositories for the purpose of disseminating this the Offer to Purchase, holders of Shares. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Shares whose names appear on Op-Tech's stockholder list and will be furnished to brokers, dealers, commercial banks, trust companies or other related materials nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to holders ofbeneficial owners of Shares.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, including if the Offer is extended or amended, the terms and conditions of any such extension or amendment)) and applicable law and subject to the proration procedures described on the front cover page of this Offer to Purchase, we will accept for payment and promptly pay for all Shares Notes which are validly tendered in accordance with the procedures set forth in Section 7 and not validly withdrawn in accordance with the procedures set forth in Section 8 prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance will be accepted for payment of Shares pursuant to and subject to purchase promptly after the conditions Expiration Date. It is anticipated that the proration procedures will be completed promptly following termination of the Offerthree business day guaranteed delivery period, unless no Notes are tendered using such guaranteed delivery procedures, in which shall occur on August 22, 2013 unless we extend case such procedures will be completed promptly following the Offer Expiration Date. Preliminary results of proration will be announced by press release promptly following the Expiration Date. Purchaser will make payment for Notes purchased pursuant to the terms Offer within two business days after the completion of such proration procedures. PURCHASER'S OBLIGATION TO ACCEPT FOR PURCHASE, AND TO PAY FOR, NOTES VALIDLY TENDERED PURSUANT TO THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM TENDER OF EITHER THE 2004 NOTES OR THE 2005 NOTES OR OBTAINING ANY FINANCING BUT IS SUBJECT TO SATISFACTION OF CERTAIN OTHER CONDITIONS ON OR PRIOR TO THE EXPIRATION DATE. PURCHASER, IN ITS SOLE DISCRETION, MAY WAIVE ANY OF THE CONDITIONS OF THE OFFER, IN WHOLE OR IN PART, AT ANY TIME AND FROM TIME TO TIME. See Section 10, which sets forth the Merger Agreement, is referred conditions to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, . If any condition to Purchaser's obligation to purchase Notes under the Offer (other than is not satisfied within the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoingtime frame described above, Purchaser reserves the right (but shall not be required obligated) to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce decline to purchase any of the number of shares of common stock subject to Notes tendered and terminate the Offer, (ii) reduce the Offer Pricewaive such unsatisfied condition, and purchase all Notes validly tendered, (iii) amendextend the Offer and, modify subject to the right of Holders to withdraw Notes as provided in Section 8, retain the Notes which have been tendered during the period or waive periods for which the Minimum Tender Condition, Offer is extended or (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer. Purchaser expressly reserves the right, (vi) change the form at any time or from time to time, regardless of consideration payable in the Offer, (vii) otherwise amend, modify whether or supplement not any of the terms events set forth in Section 10 shall have occurred or shall have been determined by Purchaser to have occurred, (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Notes, by giving oral followed by written notice of such extension to the Depositary, and (ii) to amend the Offer in any manner adverse respect by giving oral followed by written notice of such amendment to any holder of common stock or (viii) provide any subsequent offering periodthe Depositary. The rights reserved by Purchaser in this paragraph are in addition to Purchaser's rights to terminate the Offer described in Section 10. Any extension, delay, amendment or termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such the announcement in the case of an extension will to be made issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it Purchaser currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with to the SECDow Xxxxx News Service or by sending written notice to each registered Holder of the Notes. If we extend Purchaser extends the Offer, are delayed in our acceptance for payment of or payment if (whether before or after our acceptance any Notes have been accepted for purchase) the purchase of or payment for Shares) for Shares Notes is delayed or are Purchaser is unable to accept Shares pay for payment Notes pursuant to the Offer for any reason, then, without prejudice to our Purchaser's rights under the Offer and the Merger AgreementOffer, the Depositary may retain tendered Shares Notes on our behalfbehalf of Purchaser, and such Shares Notes may not be withdrawn except to the extent that tendering stockholders Holders are entitled to withdrawal rights as described herein under in Section 4 — “Withdrawal Rights.” 8. However, our the ability of Purchaser to delay the payment for Shares that we have Notes which Purchaser has accepted for payment purchase is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly that a bidder pay the consideration offered or return the securities deposited by or on behalf of stockholders holders of securities promptly after the termination or withdrawal of the Offera tender offer. If we make Purchaser makes a material change in the terms of the Offer or the information concerning the Offer or if we waive waives a material condition of the to such Offer, we Purchaser will disseminate additional tender offer Offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfiedlaw. See Section 15 — “Certain Conditions of the Offer8.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned uponon at least 90% of the ADSs and Ordinary Shares being validly tendered and not withdrawn under the Offer prior to the expiration of the Offer. Subject to rules of the SEC, the Offeror reserves the right (but is not obligated) at any time and from time to time to extend the period during which the Offer is open or to amend the Offer, by giving oral or written notice of the extension to the Depositary, the Luxembourg Receiving Agent and the Information Agent and by making a public announcement of the extension, as described below. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR TENDERED ADSS OR ORDINARY SHARES, WHETHER OR NOT THE OFFER IS EXTENDED. The Offer is conditioned on, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), that Shares which represent at least 90% of the Financing Proceeds Condition (as defined below), outstanding Shares are validly tendered and not validly withdrawn prior to the Rights Plan Condition, Expiration Time of the Antitrust Condition, the governmental authority condition and the Offer. The Offer is also subject to certain other conditions described set forth in Section 15 — “Certain "The Offer - Conditions of the Offer.” If, at " If the initial Expiration Date Minimum Condition or any later then-scheduled Expiration Date, of the other conditions referred to in "The Offer - Conditions of the Offer" are not satisfied or any condition of the events specified in "The Offer - Conditions of the Offer" have occurred or are determined by the Offeror to have occurred prior to the Expiration Time, the Offeror reserves the right (but is not obligated) to (i) decline to purchase any of the Shares tendered in the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend and terminate the Offer, on one and return all tendered Shares to the tendering Holders or more occasions, in consecutive increments of up to five business days (ii) waive or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied amend any or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waivedand, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the extent permitted by applicable law and applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser canpurchase all Shares validly tendered and not (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering periodvalidly withdrawn. Any extension, delay, amendment or termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in announcement. In the case of an extension extension, the announcement will be made issued no later than 9:00 a.m., New York City time, on the next New York business day after the previously scheduled Expiration DateTime. Without limiting the manner in which Purchaser may choose to Superior Navigation will make any public announcement, it currently intends to make announcements regarding the Offer announcement by issuing a press release through PR Newswire. "New York business day" means any day, other than Saturday, Sunday or a US federal holiday. Subject to the rights of holders to withdraw tendered ADSs or Ordinary Shares before the Expiration Time, the Offeror also reserves the right to retain until the Expiration Time, all ADSs and making Ordinary Shares that have been tendered during the period or periods for which the Offer is extended. During any appropriate filing with such extension, all ADSs and Ordinary Shares previously tendered and not withdrawn will remain subject to the SEC. If we extend terms and conditions of the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant subject to the rights of a tendering holder to withdraw any tendered ADSs or Ordinary Shares before the Expiration Time. See "The Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “- Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the " in this Offer. If we make a material change in the Offeror materially changes the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we the Offeror will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes If the Offeror should before the Expiration Time increase the consideration offered in the terms of the Offer or information concerning the Offer, other the increase will be applicable to all Shares accepted pursuant to the Offer. If the Offer is scheduled to expire earlier than a change in price or a change in percentage of securities sought, will depend upon the facts tenth business day from and circumstances, including the relative materiality date notice of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change any increase is first published, sent or given to stockholdersholders of Shares, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration Offer will be paid to all stockholders whose Shares are purchased in extended at least until the Offer, whether or not such Shares were tendered before the announcement expiration of the increase in considerationtenth business day. We will not provide The Offeror, subject to certain conditions, may make available a subsequent offering period for (the Offer. We expressly reserve "Subsequent Offering Period") by extending the right, in our sole discretion, subject to the terms and conditions Offer immediately upon expiration of the Merger Agreement original Offer period on one occasion for a period of not less than three and not more than 20 business days. If the applicable rules and regulations of Offeror commences a Subsequent Offering Period, the SEC, not to Offeror may accept immediately for payment any all tenders of Shares ifduring the Subsequent Offering Period and to pay promptly for all Shares so tendered, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of same $5.00 per Share with the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Upon As promptly as practicable after the terms and subject to date of this Agreement, but in no event later than five (5) business days following the conditions public announcement of the Offer (includingexecution of this Agreement, if the Purchaser shall commence the Offer is extended or amended, within the terms and conditions meaning of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of the Purchaser to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A. The initial expiration date of the Offer shall be no earlier than the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Securities Exchange Act of 1934 the ("Exchange Act")). The Purchaser expressly reserves the right to waive, in whole or in part, waive any condition to the Offer or modify the terms of the Offer; provided, however, except that, without the prior written consent of Steinwaythe Special Committee, the Purchaser canshall not (i) waive the Minimum Condition (as defined in Exhibit A hereof),(ii) reduce the number price per share of shares Company Common Stock or change the form of common stock subject consideration to be paid pursuant to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive decrease the Minimum Tender Conditionnumber of shares sought pursuant to the Offer, (iv) add to the Offer Table of Contents Conditions conditions set forth in Exhibit A or amend, modify or supplement any Offer Condition condition set forth in Exhibit A in any manner adverse to any holder the holders of common stock, Company Common Stock (other than the Purchaser Stockholders) or (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (i) extend the Offer for any holder period required by any rule, regulation, interpretation or position of common stock the SEC or the staff thereof applicable to the Offer and (viiiii) provide any make available a "subsequent offering period. Any extension," in accordance with Rule 14d-11 of the SEC, delayof not less than three nor greater than 20 business days provided, termination or amendment however, that the Purchaser shall extend the Offer following its initial expiration upon the prior written request of the Special Committee for such number of days as is necessary to satisfy the conditions of the Offer will set forth in Exhibit A but in no event shall the Purchaser be followed as promptly as practicable by public announcement thereof, and such announcement in required to extend the case of an extension will be made no Offer later than 9:00 a.m.December 31, New York City time, on 2000. On the next business day after terms and subject only to the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding conditions of the Offer by issuing a press release set forth in Exhibit A, the Purchaser shall pay for all shares of Company Common Stock validly tendered and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment not withdrawn pursuant to the Offer for any reason, then, without prejudice that the Purchaser becomes obligated to our rights under purchase pursuant to the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions expiration of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of

Terms of the Offer. Purchaser is offering to purchase all of the issued and outstanding Shares at the Offer Price. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and and, as promptly as practicable after the Expiration Date, pay for all Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) validly tendered prior to 12:00 midnight, New York City time, at the end of the Expiration Date and not properly validly withdrawn as permitted under described in Section 4 — – “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — – “Certain Conditions of the Offer.” IfThe Merger Agreement provides that (i) if, at as of the initial Expiration Date or any later then-scheduled Expiration Date, any condition of the conditions to Purchaser’s obligation to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Offer set forth in Exhibit B to the Merger Agreement (other than collectively, the Minimum Tender Condition“Offer Conditions”) is not satisfied and has not been satisfied or waived, then Purchaser must shall extend the Offer, Offer on one or more occasions, in consecutive increments for an additional period of up to five 20 business days per extension, to permit such Offer Condition to be satisfied and (ii) Purchaser shall extend the Offer from time to time for any period required by any rule or such longer period regulation of the SEC applicable to the Offer, but, with respect to clauses (i) and (ii), in no event beyond the End Date. The “End Date” means October 27, 2016, as it may be extended as provided in the Purchaser Merger Agreement and Steinway summarized below in Section 11 –“The Merger Agreement; Other Agreements—Termination of the Merger Agreement.” The Merger Agreement provides that, without the prior written consent of the Company: (i) the Minimum Condition may agree) until the condition has been satisfied not be amended or waived. If, at ; and (ii) no change may be made to the initial Expiration Date Offer that: (a) changes the Table of Contents form of consideration to be delivered by Purchaser pursuant to the Offer; (b) decreases the Offer Price or any later then-scheduled Expiration Date, all the number of Shares sought to be purchased by Purchaser pursuant to the Offer; (c) imposes conditions to the Offer in addition to the Offer Conditions; or (d) except as otherwise allowed by the Merger Agreement, extends the Expiration Date. The Merger Agreement also provides that, at Parent’s election and in Parent’s sole discretion and upon written notice to the Company prior to the Acceptance Time, the definition of Minimum Condition may be modified to replace the reference to “66 2/3% of the Adjusted Outstanding Share Number” in such definition with “66 2/3% of the exception aggregate number of outstanding Company Common Stock immediately prior to the Acceptance Time” (such modification, the “Permitted Minimum Condition Modification”). Effecting the Permitted Minimum Condition Modification by Parent will not constitute a waiver of the Minimum Tender Condition) have been satisfied Condition for purposes of the Merger Agreement. If we extend the Offer, are delayed in our acceptance for payment of or waivedpayment for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then Purchaser maythen, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer such Shares may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required withdrawn except to extend the Offer beyond October 28extent that tendering stockholders are entitled to withdrawal rights as described in Section 4 – “Withdrawal Rights.” However, 2013our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. Subject to the terms of the Merger Agreement and the applicable rules and regulations of the SECSEC and other applicable laws and regulations, Purchaser we expressly reserves reserve the right to waivewaive any Offer Condition at any time and from time to time, in whole or in part, any condition to increase the Offer Price or modify to make any other changes in the terms and conditions of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser we may choose to make any public announcement, it currently intends we intend to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer Offer, in each case, if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholdersholders of Shares, and with respect to a change in price or a change in the percentage of securities sought, a minimum ten 10 business day period generally is required to allow for adequate dissemination to stockholders holders of Shares and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders holders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will The obligation of Purchaser to accept for payment and pay for Shares validly tendered (and not provide a subsequent offering period for withdrawn) pursuant to the Offer. We expressly reserve the right, in our sole discretion, Offer is subject to the terms and conditions satisfaction of the Offer Conditions. Notwithstanding any other provision of the Offer or the Merger Agreement and to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, not to accept including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment or (subject to any Shares such rules and regulations) the payment for, any tendered Shares, and may terminate the Offer at any scheduled Expiration Date or amend or terminate the Offer as otherwise permitted by the Merger Agreement, if any of the Offer Conditions has not been satisfied at 12:00 Table of Contents midnight, Eastern Time, on the scheduled Expiration Date of the Offer; provided, however, that (i) if, at as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser shall extend the Offer on one or more occasions, for an additional period of up to 20 (twenty) business days per extension, to permit such Offer Condition to be satisfied, and (ii) Purchaser shall extend the Offer from time to time for any period required by any rule or regulation of the conditions SEC applicable to the Offer, but, with respect to clauses (i) and (ii), in no event shall Purchaser extend the Offer have not been satisfiedto a date later than the End Date. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstancescircumstances described in the Merger Agreement, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway Company has provided us with Steinway’s stockholder its stockholders list and security position listings for the purpose of disseminating this the Offer to Purchase, holders of Shares. This Offer to Purchase and the related Letter of Transmittal Transmittal, as well as the Schedule 14D-9, will be mailed to record holders of Shares whose names appear on the stockholder list and other related materials will be furnished for subsequent transmittal to holders ofbeneficial owners of Shares to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amendedOffer, the terms and conditions of such extension or amendment), we Purchaser will accept for payment up to 1,800,000 Shares validly tendered on or prior to the Expiration Date (as herein defined) and promptly pay not withdrawn as permitted by Section 3. The term "Expiration Date" means 12:00 Midnight, New York City time, on March 6, 1996, unless and until the Purchaser shall, as described below, have extended the period of time for all which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date on which the Offer, as so extended by the Purchaser, shall expire. If more than 1,800,000 Shares are validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance withdrawn, such Shares will be accepted for payment on a pro rata basis according to the number of Shares validly tendered and not properly withdrawn prior to the Expiration Date (with appropriate adjustments to avoid the purchase of fractional Shares). In the event that such proration is required, because of the time required to determine the precise number of Shares validly tendered and not properly withdrawn, the Purchaser does not expect to announce the final results of proration or to pay for any Shares immediately after the Expiration Date. The Purchaser will announce the preliminary results of proration by press release as soon as practicable following the Expiration Date, and expects to be able to announce the final results of proration within seven Nasdaq National Market trading days after the Expiration Date. Holders of Shares may obtain such preliminary information and final results from the Depositary or the Information Agent and may be able to obtain such preliminary information and final results from their brokers. The Investment Agreement provides that the Purchaser may increase the offer price pursuant to the Offer (the "Offer Price") and subject to may make any other changes in the terms and conditions of the Offer, which shall occur on August 22but that, 2013 unless we extend previously approved by the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other thingsCompany in writing, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce decrease the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (viii) change the form of consideration payable in the Offer, (viiiii) increase or decrease the minimum number of shares of Class B Stock sought pursuant to the Offer, (iv) add to or modify the Offer Conditions described under Section 13 "Certain Conditions of the Offer," (v) amend the Offer in a manner which would require the extension of the Expiration Date to a date later than April 17, 1996, as required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "Commission") or the staff thereof or (vi) otherwise amend, modify or supplement any of the terms of amend the Offer in any manner adverse to the interests of the Company or its stockholders. Unless the Purchaser extends the Offer, the Offer will expire at midnight, New York City time, on March 6, 1996. The Investment Agreement provides that the Purchaser will extend the Offer for at least ten business days and may extend the Offer for up to 30 business days (A) if at the scheduled expiration date of the Offer any holder of common stock the Offer Conditions shall not have been satisfied or waived, until such time as such Offer Conditions are satisfied or waived and (viiiB) provide for any subsequent offering periodperiod required by any rule, regulation, interpretation or position of the Commission or the staff thereof applicable to the Offer. The Investment Agreement provides 3 6 that the Purchaser will terminate the Offer if the Investment Agreement is terminated. Any extension of the Offer may be effected by the Purchaser giving oral or written notice of such extension to the Depositary. The Purchaser expressly reserves the right, subject to the provisions of the Investment Agreement, (i) to amend the Offer or to delay acceptance for payment of or payment for any Shares, or to terminate the Offer by giving notice of such termination to the Depositary, and not to accept for payment or pay for any Shares not theretofore accepted for payment or paid for upon the occurrence, in the reasonable good faith judgment of the Purchaser, of any of the conditions specified in Section 11 and (ii) at any time or from time to time, to amend the Offer in any respect consistent with the provisions of the Investment Agreement described above, as they may be amended from time to time. Any such extension, delay, termination termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without Subject to applicable law (including Rules 14d-4(c), 14d-6(d) and 14e-l under the Exchange Act which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which the Purchaser may choose to make any public announcement, it currently intends the Purchaser shall have no obligation to make announcements regarding the Offer publish, advertise or otherwise communicate any such public announcement other than by issuing a press release and making any appropriate filing to the Dow Jonex Xxxs Service. If, in accordance with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Investment Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make Purchaser makes a material change in the terms of the Offer or the information concerning the Offer Offer, or if we waive it waives a material condition of the Offer, we the Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(114d-4(c), 14d-6(c14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes Purchaser shall not be required to accept for payment or pay for any shares of Class B Stock tendered pursuant to the Offer if, in the reasonable good faith judgment of the Purchaser, certain conditions described under "Section 13. Certain Conditions of the Offer" exist. Subject to and in accordance with the terms of the Offer Investment Agreement, if, prior to the Expiration Date, the Purchaser should decrease the number of Shares being sought or information concerning increase or decrease the consideration being offered in the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that such decrease in the SEC’s viewnumber of Shares being sought or such increase or decrease in the consideration being offered will be applicable to all stockholders whose Shares are accepted for payment pursuant to the Offer and, an offer should remain open for a minimum if at the time notice of five business days from any such decrease in the date number of Shares being sought or such increase or decrease in the material change consideration being offered is first published, sent or given to stockholdersholders of such Shares, the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day, from and with respect to a change in price including the date that such notice is first so published, sent or a change in percentage given, the Offer will be extended at least until the expiration of securities sought, a minimum such ten business day period generally is required to allow for adequate dissemination to stockholders and investor responseperiod. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in For purposes of the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offera "business day" means any day other than a Saturday, whether Sunday or not such Shares were tendered before the announcement federal holiday and consists of the increase in consideration. We will not provide a subsequent offering time period for the Offer. We expressly reserve the rightfrom 12:01 a.m through 12:00 midnight, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer PriceNew York City time. The Top-Up Option may not be exercised more than once. Steinway Company has provided us the Purchaser with Steinway’s the Company's stockholder list lists and security position listings for the purpose of disseminating this the Offer to Purchase, holders of Common Stock. This Offer to Purchase and the related Letter of Transmittal will be mailed by the Purchaser to record holders of Common Stock and other related materials will be furnished by the Purchaser to holders ofbrokers, banks and similar persons whose names, or the names of whose nominees, appear on the stockholder lists or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmittal to beneficial owners of Common Stock when such lists or listings are received. 2.

Terms of the Offer. Upon Why are you making the terms and subject to the conditions of Offer? We are making the Offer (includingbecause we want to acquire control of, if and ultimately own the Offer is extended or amendedentire equity interest in, Pandion. Following the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions consummation of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant intend to the terms of complete the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition () as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions soon as practicable. Upon completion of the Offer.” IfMerger, at Pandion will become a wholly-owned subsidiary of Parent. In addition, we intend to cause the initial Expiration Date or any later then-scheduled Expiration Date, any condition Shares to be delisted from the Offer Nasdaq Global Select Market (other than the Minimum Tender Condition“Nasdaq”) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us after completion of the Merger. Who can participate in the Offer? The Offer is open to promptly all holders and beneficial owners of Shares. How much are you offering to pay? Purchaser is offering to pay $60.00 per Share, net to the consideration offered or return seller in cash, without interest and less any applicable tax withholding. We refer to this amount as the securities deposited by or on behalf of stockholders promptly after “Offer Price.” See the termination or withdrawal “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer. .” Will I have to pay any fees or commissions? If we make a material change in you are the terms record owner of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional your Shares and you directly tender offer materials and extend the Offer if and your Shares to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment us in the Offer, such increased consideration you will be paid not have to all stockholders whose pay brokerage fees or similar expenses. If you own your Shares are purchased in through a broker or other nominee, and your broker or other nominee tenders your Shares on your behalf, your broker or other nominee may charge you a fee for doing so. You should consult your broker or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase and Section 18—“Fees and Expenses.” Is there an agreement governing the Offer? Yes. Pandion, whether Parent and Purchaser have entered into an Agreement and Plan of Merger, dated as of February 24, 2021 (as it may be amended, supplemented or not such Shares were tendered before otherwise modified from time to time, the announcement of the increase in consideration“Merger Agreement”). We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to The Merger Agreement contains the terms and conditions of the Merger Agreement Offer and the applicable rules subsequent merger of Purchaser with and regulations into Pandion, with Pandion surviving such merger as a subsidiary of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to Parent if the Offer have not been satisfiedis completed (such merger, the “Merger”). See Section 15 — “Certain Conditions 11—“The Merger Agreement; Other Agreements” and Section 15—“Conditions of the Offer.” Under What are the material U.S. federal income tax consequences of tendering my Shares in the Offer or having my Shares exchanged for cash pursuant to the Merger? The receipt of cash in exchange for Shares in the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, if you are a U.S. Holder (as defined below), you will recognize capital Table of Contents gain or loss in an amount equal to the difference between (i) the Offer Price and (ii) your tax basis in the Shares sold pursuant to the Offer or exchanged pursuant to the Merger. In general, if you are a Non-U.S. Holder (as defined below), you will not be subject to U.S. federal income taxation on any gain realized unless you have certain circumstancesconnections to the United States, as described in more detail below. We recommend that you consult your own tax advisor to determine the tax consequences to you of tendering your Shares in the Offer or having your Shares exchanged for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any state, local or non-U.S. income and other tax laws). See Section 5—“Material U.S. Federal Income Tax Consequences.” Do you have the financial resources to pay for all of the Shares that Purchaser is offering to purchase pursuant to the Offer? Yes. We estimate that we may terminate will need approximately $1.88 billion to purchase all of the Shares pursuant to the Offer and to complete the Merger. Parent will provide Purchaser with sufficient funds to purchase all Shares validly tendered (and not properly withdrawn) in the Offer, to provide funding for the Merger and to make payments for outstanding Pandion stock options and the outstanding Pandion warrant pursuant to the Merger Agreement. Parent has, or will have, available to it, through a variety of sources, including cash on hand and borrowings at prevailing effective rates under Parent’s commercial paper program, funds necessary to satisfy all of Purchaser’s payment obligations under the Merger Agreement and resulting from the Offer. The Offer is not conditioned upon Parent’s or Purchaser’s ability to finance the purchase of the Shares pursuant to the Offer. See Section 11 — “The Merger Agreement9—“Source and Amount of Funds.” Is Purchaser’s financial condition relevant to my decision to tender my Shares in the Offer? We do not think Purchaser’s financial condition is relevant to your decision whether to tender Shares and accept the Offer because: • the Offer is being made for all outstanding Shares solely for cash; Other Agreements — Merger Agreement — Termination”. Under • through Parent, Purchaser will have sufficient funds available to purchase all Shares validly tendered (and not withdrawn) in the Merger AgreementOffer and, if we do not acquire at least one Share more than 90% of consummate the fully-diluted Offer and the Merger, all Shares converted into the right to receive the Offer Price in the Merger; and • the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), Merger are not subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofany financing or funding condition.

Terms of the Offer. NUMBER OF SHARES; PURCHASE PRICE; EXPIRATION DATE; RECEIPT OF DIVIDEND Upon the terms and subject to the conditions described herein and in the applicable Letter of the Offer (includingTransmittal, if the Offer is extended or amended, the terms Con Edison will purchase any and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares that are validly tendered on or prior to the applicable Expiration Date (and not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions in accordance with "Terms of the Offer--Withdrawal Rights") at the purchase price per share listed on the front cover of this Offer to Purchase which is applicable to the Shares tendered, which shall occur on August 22, 2013 unless we extend net to the seller in cash. See "Terms of the Offer pursuant to the terms of the Merger Agreement-- Extension; Termination; Amendments, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “-- Certain Conditions of the Offer.” If, at the initial Expiration Date or any " The later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m.5:00 P.M., New York City time, on February 27, 1996, or the next business day after latest time and date to which the previously scheduled Offer is extended with respect to any Series of Preferred, is referred to herein as the "Expiration Date. Without limiting the manner in which Purchaser may choose ." There can be no assurance that Con Edison will exercise its right to make any public announcement, it currently intends to make announcements regarding extend the Offer by issuing with respect to any Series of Preferred. The Offer for a press release Series of Preferred is independent of the Offer for any other Series of Preferred. The February 1996 Dividend for each Series of Preferred has been declared and making any appropriate filing with is to be paid on February 1, 1996 to holders of record as of the SECclose of business on January 10, 1996. If we extend the Offer, are delayed in our acceptance for payment A tender of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for deprive any shareholder of his or her right to receive the OfferFebruary 1996 Dividend, regardless of when such tender is made. We expressly reserve the right, in our sole discretion, subject to the terms Holders of Shares tendered into and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions purchased pursuant to the Offer have will not been satisfiedbe entitled to any dividends in respect of any later dividend periods (or any portion thereof). See Section 15 — “Certain Conditions of the Offer.” Under certain circumstancesNo alternative, we may terminate the Merger Agreement and the Offerconditional or contingent tenders will be accepted. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted PROCEDURE FOR TENDERING SHARES To tender Shares in the Offer after our acceptance of, and payment for Shares validly pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number tendering holder of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofmust either:

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such any extension or amendment), we Purchaser will accept for payment and promptly pay for purchase all Shares validly tendered and not properly withdrawn on or prior to the Expiration Date in accordance with the procedures set forth in Section 3 — “Procedures for Accepting the Offer and not properly withdrawn Tendering Shares.” The Expiration Date for the Offer is currently scheduled for 12:00 midnight, New York City time, at the end of October 28, 2008. Datascope stockholders may withdraw their Shares previously tendered at any time on or prior to the Expiration Date, as permitted under it may be extended from time to time. See Section 4 — “Withdrawal Rights.” Acceptance If, at the Expiration Date, the conditions to the Offer described in Section 14 — “Conditions of the Offer” have not been satisfied or earlier waived, then, subject to the provisions of the Merger Agreement, Purchaser shall extend the Expiration Date for payment one or more periods of five business days. Purchaser shall also extend the Offer for any period required by any rule, regulation, interpretation or position of NASDAQ or the SEC or the staff of the SEC. During any such extension, all Shares pursuant previously tendered and not withdrawn will remain subject to the Offer and subject to your right to withdraw your Shares. Purchaser also has agreed in the Merger Agreement that, if at the Expiration Date, all conditions of the Offer have been satisfied but the number of Shares that have been validly tendered and not properly withdrawn in the Offer (together with any Shares then owned by Getinge) is less than 90% of the outstanding Shares, Purchaser may, without the consent of Datascope and in compliance with applicable law, provide a subsequent offering period. A subsequent offering period, if one is provided, will allow Datascope stockholders to tender Shares after the Expiration Date and receive the same consideration that was paid in the Offer. Pursuant to the Merger Agreement, which shall occur on August 22if Purchaser elects to have a subsequent offering period, 2013 unless we the subsequent offering period will not be shorter than three business days nor longer than twenty (20) business days, with the exact number of days to be determined at Purchaser’s election. In a subsequent offering period, Shares may be tendered using the same procedures applicable to the Offer (except that Shares tendered may not be withdrawn), and Purchaser will immediately accept and promptly pay for Shares as they are tendered. In the event that Purchaser elects to extend the Offer pursuant or provide a subsequent offering period, it will provide an announcement to that effect to a national news service no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Subject to the applicable regulations of the SEC and the terms of the Merger Agreement, is referred Purchaser also reserves the right, at any time or from time to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred time, to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon(a) delay purchase of, among other thingsor, the absence payment for, any Shares, pending receipt of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the any regulatory or governmental authority condition and the other conditions described approvals specified in Section 15 — “Certain Legal Matters; Required Regulatory Approvals” or if any condition referred to in Section 14 — “Conditions of the Offer.” If, at has not been satisfied or upon the initial Expiration Date or occurrence of any later then-scheduled event specified in Section 14; (b) after the Expiration Date, allow the Offer to expire if any condition referred to in Section 14 — “Conditions of the Offer” has not been satisfied or upon the occurrence of any event specified in Section 14; and (c) except as set forth in the Merger Agreement, waive any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer which only may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (iwaived with Datascope’s prior written consent) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse respect; in each case, by giving oral notice, followed by written notice, of the delay, termination, waiver or amendment to the Depositary. Purchaser acknowledges (a) that Rule 14e-1(c) under the Exchange Act requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer and (b) that Purchaser may not delay purchase of, or payment for (except as provided in clause (a) of the preceding sentence), any holder Shares upon the occurrence of common stock or (viii) provide any subsequent offering periodevent specified in Section 14 — “Conditions of the Offer” without extending the period of time during which the Offer is open. The rights that Purchaser reserves in the preceding paragraph are in addition to its rights pursuant to Section 14 — “Conditions of the Offer.” Any extension, delay, termination termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereofannouncement. The announcement, and such announcement in the case of an extension extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without Subject to applicable law, and without limiting the manner in which Getinge and Purchaser may choose to make any public announcement, it currently intends Getinge and Purchaser will have no obligation to make announcements regarding the Offer publish, advertise or otherwise communicate any public announcement other than by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor responsenational news service. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of3

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and Provided that this Agreement shall not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement have been terminated in accordance with its terms Article IX and the satisfaction none of the Minimum events set forth in Annex I hereto (the "Tender Condition (Offer Conditions") shall have occurred and be continuing, as defined below)promptly as reasonably practicable following the execution of this Agreement, but in no event later than 10 business days after the public announcement of the execution hereof, the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce commence (within the number meaning of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) 14d-2 under the Securities Exchange Act of 1934, as amended (including the “rules and regulations promulgated thereunder, the "Exchange Act”")) the Offer at the Offer Price, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms (ii) upon commencement of the Offer or but after affording the information concerning Company and its counsel a reasonable opportunity to review and comment thereon, file a Schedule TO and all other necessary documents with the Offer or if we waive a material condition of Securities and Exchange Commission (the Offer"SEC") and make all deliveries, we will disseminate additional tender offer materials mailings and extend the Offer if and to the extent telephonic notices required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 Rule 14d-3 under the Exchange Act. The minimum period during which an offer must remain open following material changes , in the terms of each case in connection with the Offer or information concerning (the "Offer Documents") and (iii) use commercially reasonable best efforts to consummate the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions thereof. The obligation of the Merger Agreement and the applicable rules and regulations of the SEC, not Purchaser to accept for payment or pay for any Shares iftendered pursuant to the Offer will be subject to the satisfaction, at or waiver by the Purchaser, of the Tender Offer Conditions. The Offer shall remain open until the date that is 20 business days (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer (the "Expiration Date"), unless the Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable Law, in which event the term "Expiration Date" shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that the Purchaser may provide a subsequent offering period after the Expiration Date, any in accordance with and subject to the requirements of Rule 14d-11 under the Exchange Act. Subject to the terms of the conditions Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of any Expiration Date, the Purchaser will accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer have not been satisfiedas soon as practicable after such Expiration Date of the Offer and will accept for payment and pay for all Shares validly tendered pursuant to the Offer as such Shares are tendered during any subsequent offering period. See Section 15 — “Certain Conditions Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. The Company agrees that no Shares held by the Company will be tendered in the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under If the Merger Agreement, if we do not acquire at least one Share more payment for tendered Shares is to be made to a person other than 90% the person in whose name the surrendered certificate formerly evidencing such Shares is registered on the stock transfer books of the fully-diluted Shares Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Offer after our acceptance ofperson requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefor to a person other than the registered holder of the certificate surrendered, and payment for Shares pursuant or shall have established to the Offer, we satisfaction of the Purchaser that such taxes either have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may paid or are not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofapplicable.

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such any extension or amendment), we Purchaser will accept for payment and promptly pay for purchase all Shares validly tendered and not withdrawn in accordance with the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” on or prior to the Expiration Date. If, at the Expiration Date, the conditions to the Offer described in Section 14 — “Conditions of the Offer” have not been satisfied or earlier waived, then, subject to the provisions of the Merger Agreement, Purchaser may extend the Expiration Date. If the election to extend the Expiration Date is made by Purchaser, the extension may be for such amount of time as is reasonably necessary to cause the conditions to be satisfied, subject to applicable SEC rules; provided, that, if all conditions have been met and the validly tendered Shares is greater than sixty-five percent, but less than ninety percent of the fully-diluted outstanding Shares of Portec, X.X. Xxxxxx may extend the Offer by no more than twenty business days. If Portec causes Purchaser to extend the Expiration Date, the Expiration Date will be extended for a period of ten business days beginning immediately after the Expiration Date of the Offer. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer and subject to your right to withdraw your Shares. Portec shareholders may withdraw their Shares previously tendered at any time prior to the Expiration Date and not properly withdrawn as permitted under it may be extended from time to time. See Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement in accordance with its terms and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce the number of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereofannouncement. The announcement, and such announcement in the case of an extension extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date, in accordance with the public announcement requirements of Rule 14e-1(d) under the Securities Exchange Act. Without Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Securities Exchange Act, which require that material changes be promptly disseminated to shareholders in a manner reasonably designed to inform them of material changes), and without limiting the manner in which X.X. Xxxxxx and Purchaser may choose to make any public announcement, it currently intends X.X. Xxxxxx and Purchaser will have no obligation to make announcements regarding the Offer publish, advertise or otherwise communicate any public announcement other than by issuing a press release to a national news service. The Merger Agreement also provides that we may in our sole discretion make available a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act after we have accepted and making any appropriate filing with paid for all of the SECCompany Common Shares tendered in the initial offer period. A Subsequent Offering Period would be an additional period of time of at least three business days following the Expiration Date, during which stockholders may tender Shares not tendered in the Offer and receive the same Offer Price paid in the Offer. During a Subsequent Offering Period, the Purchaser will immediately accept and promptly pay for Shares as they are tendered, and tendering stockholders will not have withdrawal rights. We do not currently intend to provide a Subsequent Offering Period for the Offer, although we reserve the right to do so. If we extend elect to provide a Subsequent Offering Period, we will issue a press release to that effect no later than 9:00 a.m., New York City time, on the Offer, are delayed in our acceptance for payment of or payment (whether before or next business day after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant the Expiration Date. Subject to the Offer for any reason, then, without prejudice to our rights under applicable regulations of the Offer Commission and the terms of the Merger Agreement, Purchaser also reserves the Depositary may retain tendered Shares on our behalfright, in Purchaser’s sole discretion, at any time or from time to time, to (a) delay purchase of, or, payment for, any Shares, pending receipt of any regulatory or governmental approvals specified in Section 15 — “Legal Matters; Required Regulatory Approvals”; or if any condition referred to in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14 — “Conditions of the Offer”; (b) after the Expiration Date, allow the Offer to expire if any condition referred to in Section 14 has not been satisfied or upon the occurrence of any event specified in Section 14 — “Conditions of the Offer”; and such Shares may not be withdrawn (c) except as set forth in the Merger Agreement, waive any condition to the extent that tendering stockholders are entitled to withdrawal rights as Offer (other than the Minimum Condition and the conditions set forth in subclauses (ii)(a) and (b) described herein under in Section 4 14 — “Withdrawal Rights.” HoweverConditions of the Offer), our ability which only may be waived with Portec’s prior written consent) or otherwise amend the Offer in any respect; in each case, by giving oral followed by written notice of the delay, termination, waiver or amendment to delay the payment for Shares Depositary. Purchaser acknowledges (a) that we have accepted for payment is limited by Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires us Purchaser to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders Shares tendered promptly after the termination or withdrawal of the Offer. If we make a material change Offer and (b) that Purchaser may not delay purchase of, or payment for (except as provided in the terms clause (a) of the Offer or preceding sentence), any Shares upon the information concerning occurrence of any event specified in Section 14 without extending the period of time during which the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Actis open. The minimum period during which an offer must remain open following material changes rights Purchaser reserves in the terms of the Offer or information concerning the Offer, other than a change this paragraph are in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given addition to stockholders, and with respect its rights pursuant to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions of the Merger Agreement and the applicable rules and regulations of the SEC, not to accept for payment any Shares if, at the Expiration Date, any of the conditions to the Offer have not been satisfied. See Section 15 14 — “Certain Conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under the Merger Agreement, if we do not acquire at least one Share more than 90% of the fully-diluted Shares in the Offer after our acceptance of, and payment for Shares pursuant to the Offer, we have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders of3

Terms of the Offer. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), we will accept for payment and promptly pay for all Shares validly tendered prior to the Expiration Date and Provided that this Agreement shall not properly withdrawn as permitted under Section 4 — “Withdrawal Rights.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur on August 22, 2013 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to as the “Offer Closing,” and the date on which such Offer Closing occurs is referred to as the “Offer Closing Date.” The time at which the Merger becomes effective is referred to as the “Effective Time.” The Offer is conditioned upon, among other things, the absence of the termination of the Merger Agreement have been terminated in accordance with its terms Article IX and none of the events set forth in Annex I hereto (the "Tender Offer Conditions") shall have occurred and be continuing, as promptly as reasonably practicable following the execution of this Agreement, but in no event later than 10 business days after the public announcement of the execution hereof, Parent and the satisfaction of the Minimum Tender Condition (as defined below), the Financing Proceeds Condition (as defined below), the Rights Plan Condition, the Antitrust Condition, the governmental authority condition and the other conditions described in Section 15 — “Certain Conditions of the Offer.” If, at the initial Expiration Date or any later then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Tender Condition) has not been satisfied or waived, then Purchaser must extend the Offer, on one or more occasions, in consecutive increments of up to five business days (or such longer period as the Purchaser and Steinway may agree) until the condition has been satisfied or waived. If, at the initial Expiration Date or any later then-scheduled Expiration Date, all conditions to the Offer (with the exception of the Minimum Tender Condition) have been satisfied or waived, then Purchaser may, and if requested by Steinway must, extend the Offer in increments of five business days; provided however that the maximum number of days that the Offer may be extended pursuant to this sentence is 20 business days unless requested or approved by Steinway. Notwithstanding the foregoing, Purchaser shall not be required to extend the Offer beyond October 28, 2013. Subject to the applicable rules and regulations of the SEC, Purchaser expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer; provided, however, that, without the consent of Steinway, Purchaser cannot (i) reduce commence (within the number meaning of shares of common stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Table of Contents Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of common stock, (v) except as expressly provided in the Merger Agreement, terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of common stock or (viii) provide any subsequent offering period. Any extension, delay, termination or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcements regarding the Offer by issuing a press release and making any appropriate filing with the SEC. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) 14d-2 under the Securities Exchange Act of 1934, as amended (including the “rules and regulations promulgated thereunder, the "Exchange Act”")) the Offer at a price per share of $3.25, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms (ii) upon commencement of the Offer or but after affording the information concerning Company and its counsel a reasonable opportunity to review and comment thereon, file Schedule TO and all other necessary documents with the Offer or if we waive a material condition of Securities and Exchange Commission (the Offer"SEC") and make all deliveries, we will disseminate additional tender offer materials mailings and extend the Offer if and to the extent telephonic notices required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 Rule 14d-3 under the Exchange Act. The minimum period during which an offer must remain open following material changes , in the terms of each case in connection with the Offer or information concerning (the "Offer Documents") and (iii) use commercially reasonable best efforts to consummate the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. We understand that in the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. If, on or before the Expiration Date, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. We will not provide a subsequent offering period for the Offer. We expressly reserve the right, in our sole discretion, subject to the terms and conditions thereof. The obligation of the Merger Agreement and the applicable rules and regulations of the SEC, not Purchaser to accept for payment or pay for any Shares iftendered pursuant to the Offer will be subject to the satisfaction, at or waiver by the Purchaser, of the Tender Offer Conditions. The Offer shall remain open until the date that is 20 business days (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer (the "Expiration Date"), unless the Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Agreement or as may be required by applicable Law, in which event the term "Expiration Date" shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that the Purchaser may provide a subsequent offering period after the Expiration Date, any in accordance with and subject to the requirements of Rule 14d-11 under the Exchange Act. Subject to the terms of the conditions Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of any Expiration Date, the Purchaser will accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer have not been satisfiedas soon as practicable after such Expiration Date of the Offer and will accept for payment and pay for all Shares validly tendered pursuant to the Offer as such Shares are tendered during any subsequent offering period. See Section 15 — “Certain Conditions Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer.” Under certain circumstances, we may terminate the Merger Agreement and Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. The Company agrees that no Shares held by the Company or its subsidiary will be tendered in the Offer. See Section 11 — “The Merger Agreement; Other Agreements — Merger Agreement — Termination”. Under If the Merger Agreement, if we do not acquire at least one Share more payment for tendered Shares is to be made to a person other than 90% the person in whose name the surrendered certificate formerly evidencing such Shares is registered on the stock transfer books of the fully-diluted Shares Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Offer after our acceptance ofperson requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the purchase price therefor to a person other than the registered holder of the certificate surrendered, and payment for Shares pursuant or shall have established to the Offer, we satisfaction of the Purchaser that such taxes either have been granted an irrevocable option (the “Top-Up Option”), subject to certain limitations, to purchase from Steinway the lowest number of additional Shares sufficient to cause us to own one share more than 90% of the Shares then outstanding on a fully-diluted basis at a price per Share equal to the Offer Price. The Top-Up Option may paid or are not be exercised more than once. Steinway has provided us with Steinway’s stockholder list and security position listings for the purpose of disseminating this Offer to Purchase, the related Letter of Transmittal and other related materials to holders ofapplicable.