Common use of The Offer Clause in Contracts

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").

The Offer. (a) Subject to Provided that this Agreement shall --------- not have been terminated in accordance with Section 8.1 and none of the last sentence of this Section 1.1(a)events set forth in Annex I hereto shall have occurred and be continuing, as promptly as practicable (but practicable, and, in any event not later than five event, within seven business days after the public announcement of the execution and delivery of this Agreement)date hereof, Parent will cause the Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) the Offer whereby Purchaser will offer to ------------ purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation obligations of Parent to cause the Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in on or prior to the expiration of the Offer and not withdrawn in accordance therewith will shall be subject toto (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares then beneficially owned by Parent or the Purchaser, represents at least a majority of the Shares outstanding on a fully-diluted basis (the "Minimum Condition") and only to, those (ii) the ----------------- other conditions set forth in Annex A hereto I hereto. Subject to the prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer set forth in Annex I hereto, the Purchaser shall, in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for, and Parent shall cause the Purchaser to accept for payment and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer (subject to the provisions of Rule 14d-11 under the Exchange Act, to the extent applicable). The Purchaser shall not, at any time, amend or waive the Minimum Condition and shall not decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of Shares sought in the Offer, impose additional conditions to the Offer, or amend any other condition of the Offer in any manner adverse to the holders of the Shares without the prior written consent of the Company, provided, -------- however, that (x) if on the 20th business day following the commencement of the ------- Offer (within the meaning of Rule 14d-2 under the Exchange Act) (the "OFFER CONDITIONSInitial ------- Expiration Date"), all conditions to the Offer shall not have been satisfied or --------------- waived, the Purchaser may, from time to time, in its sole discretion, extend the Offer for such period as the Purchaser may determine, and (y) the Purchaser may, in its sole discretion, 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. In addition, subject to the provisions of Section 8.1(b)(iii), if, on the Initial Expiration Date or any subsequent expiration date (related to an extension of the Offer), (x) the applicable waiting periods under the HSR Act (as defined herein), the ECMR (as defined herein) or any other comparable provisions under any applicable pre-merger notification laws or regulations of foreign jurisdictions have not expired or terminated or (y) any of the events set forth in clause (c) of Annex I shall have occurred and be continuing (and the condition in Annex I with respect thereto shall not have been waived by the Purchaser) or (z) any of the events set forth in clause (a) or (b) of Annex I shall have occurred and be continuing and the Purchaser and Parent shall be contesting such event to the extent required by Section 6.4(b) hereof (and the condition in Annex I with respect to the applicable clause shall not have been waived by the Purchaser), then in each such case, the Purchaser shall extend the Offer. In the event the Minimum Condition is satisfied and the Purchaser purchases Shares pursuant to the Offer, the Purchaser may, in the Purchaser's sole discretion, provide a "subsequent offering period" in accordance with Rule 14d-11 under the Exchange Act. In addition, the Purchaser may increase the Offer Price (but not change any other condition of the Offer) and extend the Offer to the extent required by law in connection with such increase, in each case in its sole discretion and without the Company's consent.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the last sentence of this Section 1.1(a), Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable (after the date hereof, but in any no event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (within but not more than 20 business days therefrom) without the meaning written consent of Rule 14d-2 TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the Securities Exchange HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of 1934Annex A is in effect, as amended to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "EXCHANGE ACTMINIMUM CONDITION"))) that at least the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior to the expiration of the Offer whereby Purchaser will offer to purchase for cash all and (ii) the satisfaction or waiver of the Shares at other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that (notwithstanding Section 8.4) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash (cash, without interest thereon, upon the terms and subject to reduction for any stock transfer taxes payable by the sellerconditions of the Offer. Subject to the terms and conditions of the Offer (including, if payment is to be made to a Person other than without limitation, the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholdingMinimum Condition), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares ACo shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")withdrawn.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the last sentence events set forth in paragraphs (a)—(g) of this Section 1.1(a)Annex I hereto shall have occurred and be continuing, as promptly as practicable (but in any event not later than five business days on the date that is the 10th Business Day after the public announcement of the execution and delivery date of this Agreement), MergerSub shall, and Parent will shall cause Purchaser to MergerSub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), Act) the Offer whereby Purchaser will offer to purchase for cash all of the Shares outstanding shares of Company Common Stock at the Per Share AmountOffer Price. The initial Expiration Date of the Offer shall be 12 midnight, New York City time, at the end of the 20th Business Day following commencement of the Offer. The obligations of MergerSub to, and of Parent to cause MergerSub to, accept for payment and to pay for any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer and not validly withdrawn shall be subject only to (i) there being validly tendered and not validly withdrawn prior to the expiration of the Offer that number of shares of Company Common Stock which, when added to any shares of Company Common Stock already owned by Parent or any of the Parent Subsidiaries, if any, represents at least a majority of the shares of Company Common Stock outstanding on a Fully-Diluted Basis, excluding shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures (the “Minimum Condition”) and (ii) the satisfaction or waiver (to the extent permitted under this Agreement) of the other conditions set forth in Annex I hereto (collectively, the “Offer Conditions”). MergerSub expressly reserves the right, from time to time, to waive any of the Offer Conditions or to make other changes in the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company, MergerSub shall not (A) amend or waive the Minimum Condition, (B) decrease the Offer Price, (C) decrease the number of shares of Company Common Stock sought in the Offer, (D) change the form of consideration payable in the Offer, (E) impose conditions to the Offer that are in addition to the Offer Conditions, (F) extend the Expiration Date of the Offer in any manner other than as permitted in this Section 1.01 or (G) amend any of the terms and conditions of the Offer in any manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, (u) if there shall have been one or more Extension Excluded Parties as of the Extension Excluded Party Notice Date and the Company shall have delivered to Parent the written notice identifying such Extension Excluded Party in accordance with Section 5.03(b), MergerSub shall extend the Offer until the first Business Day following the Cut-off Date, (v) if on the initial Expiration Date of the Offer or on any subsequent scheduled Expiration Date of the Offer, all Offer Conditions shall not have been satisfied or waived, MergerSub may, from time to time, in its sole discretion, extend the Offer for one or more periods of not more than five (5) Business Days each beyond such Expiration Date, provided, however, that MergerSub shall not be entitled to extend the Offer to any date occurring after the Termination Date, (w) MergerSub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or NASDAQ applicable to the Offer, (x) MergerSub shall extend the Offer for one or more periods of no more than five (5) Business Days each (or such longer period as the parties hereto agree) until the condition set forth in clause (ii) of the first paragraph of Annex I related to the HSR Act and Foreign Antitrust Laws is satisfied or waived; provided, however, that in no event shall MergerSub be required to extend the Offer (1) beyond the Termination Date or (2) at any time that Parent or MergerSub is permitted to terminate this Agreement pursuant to Article VIII, (y) if on any scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions are satisfied, then MergerSub shall extend the Offer on a single occasion for a five (5) Business Day period; provided, however, that in no event shall MergerSub be required to extend the Offer (1) beyond the Termination Date or (2) at any time that Parent or MergerSub is permitted to terminate this Agreement pursuant to Article VIII, and (z) MergerSub may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act (a “Subsequent Offering Period”) of not more than twenty (20) Business Days to meet the objective that there be validly tendered, in accordance with the terms of the Offer, prior to the Expiration Date and not validly withdrawn, a number of shares of Company Common Stock, which when added to any shares of Company Common Stock already owned by Parent or any of the Parent Subsidiaries, represent at least 90% of the then outstanding shares of Company Common Stock at the Offer Closing (including following the exercise of the Top-Up Option at Parent or MergerSub’s option). In addition, MergerSub may increase the Offer Price and extend the Offer to the extent required by applicable Law in connection with such increase in each case in its sole discretion and without the Company’s consent. Subject to the prior satisfaction of the Minimum Condition and the prior satisfaction or waiver by Parent or MergerSub (to the extent permitted under this Agreement) of the other Offer Conditions, MergerSub shall, and Parent shall cause MergerSub to, in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly (within the meaning of Rule 14e-1(c) promulgated under the Exchange Act) after expiration of the Offer (subject to the provisions of Rule 14d-11 under the Exchange Act, to the extent applicable). The Offer Price shall be net to the seller in cash (cash, without interest, upon the terms and subject to reduction the conditions of the Offer. Acceptance for any stock transfer taxes payable by payment of the sellershares of Company Common Stock pursuant to and subject to the conditions of the Offer after the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, if and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. If the payment of the Offer Price is to be made to a Person other than the Person in whose name the certificate for such Shares tendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so tendered be properly endorsed or any applicable federal back-up withholding)shall be otherwise in proper form for transfer, provided, however, that Parent may designate another direct or indirect subsidiary of Parent as and (y) the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to Person requesting such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares payment shall have been changed into a different number of shares or a different class, paid all transfer and other Taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate tendered, or required for any stock dividendother reason relating to such holder or requesting Person, subdivision, reclassification, recapitalization, split, combination or exchange of shares, shall have established to the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation satisfaction of Parent and MergerSub that such Tax either has been paid or is not required to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")paid.

The Offer. (a) Subject to the last sentence of Provided that this Section 1.1(a)Agreement shall not have been terminated in accordance with Article 11, then UTCSub shall, as promptly as practicable practicable, (but in any no event not later than five business days Business Days after the date of the public announcement of the execution and delivery of this Agreement), Parent will and UTC shall cause Purchaser to UTCSub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase all of the outstanding ICP Shares for a price of $11.75 in cash for each ICP Share, which offer shall be made in accordance with applicable Securities Exchange Act of 1934, as amended Laws and be subject only to the Offer Conditions (the "EXCHANGE ACTOffer")), which definition shall include any permitted amendments to, or extensions of, the Offer). The Offer whereby Purchaser will offer shall be made pursuant to purchase the Offer Documents and shall contain the terms and conditions set forth in this Agreement. The obligation of UTCSub to, and of UTC to cause UTCSub to, commence the Offer, conduct and consummate the Offer and accept for cash all payment, and pay for, any ICP Shares tendered (and not properly withdrawn) pursuant to the Offer shall be subject only to the Offer Conditions (any of which may be waived in whole or in part by UTCSub in its sole discretion). UTCSub expressly reserves the right, subject to compliance with applicable Securities Laws, to modify the terms of the Offer, except that, without the express written consent of ICP, UTCSub shall not (i) reduce the number of ICP Shares at the Per Share Amount, net subject to the seller Offer, (ii) reduce the Offer price, (iii) add to or modify the Offer Conditions, (iv) except as provided in cash the next sentence, change the Expiry Time, (subject to reduction for v) change the form of consideration payable in the Offer or (vi) amend, alter, add or waive any stock transfer taxes payable by term of the seller, if payment is to be made to a Person other than the Person Offer in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, manner that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act)is, in which event references herein the opinion of ICP, acting reasonably, materially adverse to Purchaser will be deemed to apply to such subsidiary, as applicablethe holders of the ICP Shares. Notwithstanding the foregoing, (A) if between on any scheduled expiration date of the Offer, which shall initially be the Initial Expiry Time, all of the Offer Conditions have not been satisfied or waived, UTCSub shall, and UTC shall cause UTCSub to, unless in the reasonable judgment of UTC all of the Offer Conditions cannot be satisfied or waived on or prior to December 15, 1999, from time to time, extend the Expiry Time for such period of time as is necessary to satisfy or fulfill such conditions, (B) UTCSub may extend the Offer for any period required by any rule, regulation, interpretation or position of any of the Securities Authorities applicable to the Offer, or to permit ICP to cure any misrepresentation, breach or non-performance during the time period referred to in the proviso to clause (d) of the Offer Conditions, and (C) UTCSub may extend the Offer for up to ten (10) Business Days (but not beyond December 15, 1999) if there have been validly tendered (and not properly withdrawn) prior to the expiration of the Offer such number of ICP Shares that would constitute at least 80%, but less than 90%, of the issued and outstanding ICP Shares as of the date of this Agreement determination. Subject only to the Offer Conditions, UTCSub shall, and UTC shall cause UTCSub to, pay, as soon as practicable after the Effective Time the outstanding Shares shall have been changed into a different number expiration of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for all ICP Shares validly tendered in the Offer (and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS"properly withdrawn).

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with its terms and none of the last sentence of this Section 1.1(a)events or conditions specified in ANNEX A hereto shall have occurred or shall exist, Acquisition Sub shall, as promptly soon as practicable after the date hereof, (but in any no event not later than five the fifth business days after day following the public announcement of the execution and delivery of this AgreementOffer (treating the business day on which such public announcement occurs as the first business day)), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the "EXCHANGE ACT")), the Offer whereby Purchaser will ) an offer to purchase for cash (as such offer to purchase may be amended in accordance with the terms of this Agreement, the "OFFER") all of the Shares issued and outstanding shares ("SHARES") of common stock, par value $1.00 per share, of the Company (the "COMPANY COMMON STOCK") at the Per Share Amounta price of not less than $20.00 per Share, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the sellerless applicable withholding taxes, if payment is to be made to a Person other than the Person in whose name the certificate for any) (such Shares is registeredprice, or such other price per Share as may be paid in the Offer, being referred to herein as the "OFFER PRICE"). After the commencement of the Offer, the Offer and the obligation of Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in ANNEX A hereto and the condition (the "MINIMUM CONDITION") that there be validly tendered and not withdrawn prior to the expiration of the Offer at least two-thirds of the Shares on a fully diluted basis (the "MINIMUM PERCENTAGE"). Parent and Acquisition Sub expressly reserve the right to waive any applicable federal back-up withholding)condition set forth in ANNEX A, to change the form or amount payable per Share in the Offer (including the Offer Price) and to make any other changes in the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company, Parent may designate another direct shall not amend, or indirect subsidiary permit to be amended, the Offer to (i) decrease the Offer Price, (ii) change the consideration into a form other than cash, (iii) add any conditions to the obligation of Parent as Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the bidder thereunder Offer, (within iv) amend (other than to waive) the meaning Minimum Condition or the other conditions set forth in ANNEX A, or (v) reduce the maximum number of Rule 14d-1(e) under Shares to be purchased in the Exchange ActOffer. If on the initial scheduled expiration date of the Offer (the "INITIAL EXPIRATION DATE"), which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Acquisition Sub may, from time to time, in which event references herein to Purchaser will be deemed to apply to such subsidiaryits sole discretion, extend the expiration date of the Offer (the "EXPIRATION DATE"); provided, however, that, except as set forth below, the Expiration Date, as applicableextended, shall be no later than the date that is 60 business days immediately following the Initial Expiration Date (the "FINAL EXPIRATION DATE"); and provided further that if on the Initial Expiration Date, all conditions to the Offer shall have been satisfied or waived other than the Minimum Condition, Acquisition Sub shall be required to extend the Expiration Date to the date that is ten business days immediately following the Initial Expiration Date. Notwithstanding the foregoing, if between on the date Initial Expiration Date, the applicable waiting period (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement 0000 (xxx "XXX XXX") in respect of the Offer shall not have expired or been terminated and all other conditions to the Effective Time the outstanding Shares Offer shall have been changed into satisfied or waived other than the Minimum Condition and clause (a) of ANNEX A as it relates to compliance with the HSR Act or other applicable antitrust laws, Acquisition Sub shall be required to extend the Expiration Date for such additional periods as may be necessary to permit the parties to seek to obtain termination of the waiting period under the HSR Act in accordance with Section 7.1 below up to the date that is nine months after the date upon which Parent files a different number pre-merger notification and report form under the HSR Act (the "HSR EXPIRATION DATE"); provided, however, that if the applicable waiting period (and any extension thereof) under the HSR Act in respect of shares the Offer expires or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesis terminated prior to the date that is ten business days prior to the HSR Expiration Date, the Per Share Amount will Expiration Date shall be correspondingly adjusted the date which is ten business days immediately following public disclosure of the expiration or termination of the waiting period under the HSR Act. Acquisition Sub shall, on a per-share basis the terms and subject to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination the prior satisfaction or exchange waiver of shares. The obligation the conditions of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered as soon as it is legally permitted to do so under this Agreement and applicable law. The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") containing the terms set forth in this Agreement, the Offer Minimum Percentage and not withdrawn in accordance therewith will be subject to, and only to, those the conditions set forth in Annex ANNEX A hereto (the "OFFER CONDITIONS")hereto.

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as promptly as practicable (but in any event not later than five business days after the public announcement Provided that none of the execution events set forth in paragraphs (d)(ii) and delivery (h) of this Agreement)Annex A shall have occurred, Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")) the Offer as promptly as reasonably practicable after the date hereof but in no event later than ten (10) Business Days after the public announcement (on the date hereof or the following Business Day) of the execution of this Agreement. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, but excluding Options and Warrants owned by the Selling Stockholders) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer, and to make any other amendments or changes in the terms and conditions of the Offer; provided, however, that no amendment or change may be made which decreases the price per Share payable in the Offer, which reduces the maximum number of Shares to be purchased in the Offer whereby or which imposes conditions to the Offer in addition to those set forth in Annex A hereto. Notwithstanding the foregoing, Purchaser will offer to purchase for cash all may, without the consent of the Shares Company, (i) extend the Offer beyond the initial scheduled expiration date, which shall be 20 Business Days following the commencement of the Offer or any extended expiration date of the Offer, if, at the initial scheduled expiration of the Offer or any extended expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares, shall not be satisfied or waived until such time as such conditions are satisfied or waived; provided that Purchaser shall only be permitted three (3) extensions of the Offer pursuant to this clause (i) for periods of up to five (5) Business Days for each such extension, it being understood that if the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived during an extension, no further extensions pursuant to this clause (i) shall be permitted or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer. The Per Share AmountAmount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Purchaser shall accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, 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. If the payment equal to the Per Share Amount in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment "Merger Consideration") is to be made to a Person person other than the Person person in whose name the surrendered certificate for such formerly evidencing Shares is registeredregistered on the stock transfer books of the 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 person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, or any applicable federal back-up withholding)shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. Purchaser may, providedin its sole discretion, however, that Parent may designate another direct or indirect subsidiary of Parent provide a "subsequent offering period" as the bidder thereunder (within the meaning of contemplated by Rule 14d-1(e) 14d-11 under the Exchange Act), Act following acceptance for payment of Shares in which event references herein the Offer. Parent shall provide or cause to be provided to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share timely basis the funds necessary to reflect such stock dividendaccept for payment, subdivisionand pay for, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause any Shares that Purchaser to commence the Offer, to consummate the Offer and becomes obligated to accept for payment and pay for, pursuant to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that, had the Offer been commenced, would give rise to a right to terminate the last sentence of this Section 1.1(a)Offer pursuant to Article 11 hereof, as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery date of this Agreement), Parent will cause Purchaser to Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (1000 Xxx) the "EXCHANGE ACT")), the Offer. The Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Merger Subsidiary to accept for payment and to pay for any Tender Shares shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration date of the Offer (as it may be extended hereunder) and not withdrawn in accordance therewith will be subject towithdrawn, Tender Shares that, together with the Tender Shares then directly or indirectly owned by Parent and/or Merger Subsidiary, represent a majority of the Voting Shares (the “Minimum Condition”) and only to, those to the other conditions set forth in Annex A hereto I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by the Company in writing (i) the "OFFER CONDITIONS"Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid, decreases the Offer Price or the number of Tender Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I or amends any terms of the Offer in any manner adverse to the holders of Tender Shares and (iii) the Offer may not be extended except as set forth in this Section 2.01(a). Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (determined using Rule 14d-1(g)(3) of the 1000 Xxx) after the date that the Offer is commenced. Notwithstanding the foregoing, Merger Subsidiary shall extend the Offer (1) from time to time for successive periods of no more than 10 Business Days each (or such longer period as may be consented to by the Company, such consent not to be unreasonably withheld) if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived, and (2) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by Applicable Law. Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide one or more subsequent offering periods (together, the “Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, promptly after the expiration of the Offer, all Tender Shares (x) validly tendered and not withdrawn pursuant to the Offer and (y) validly tendered in the Subsequent Offering Period.

The Offer. (a) Subject to the last sentence of Provided that this Section 1.1(a), as promptly as practicable (but Agreement shall not have been terminated in any event not later than five business days after the public announcement accordance with its terms and none of the execution and delivery of this Agreement)conditions set forth in ANNEX A hereto shall have occurred or be continuing, Parent will shall cause Purchaser to Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act Act) the Offer as promptly as reasonably practicable after the date hereof. The obligation of 1934Merger Sub to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition that at least the number of Shares that when added to Shares already owned by Parent and its direct and indirect wholly owned Subsidiaries, if any, and without giving effect to the exercise of the option pursuant to the Stock Option Agreement, shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any outstanding convertible securities or upon the exercise of any outstanding Options or Warrants which are vested as amended of the date hereof or are capable of vesting during the ninety (90) day period following the consummation of the Offer but excluding any such holders of Options or Warrants who have agreed in writing to accept the cash payments described in Section 2.7 hereof upon termination of their Options or Warrants as described in Section 2.7 hereof) shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "EXCHANGE ACTMinimum Condition")), the Offer whereby Purchaser will offer to purchase for cash all ) and (ii) there shall not have occurred or be continuing any of the Shares at conditions set forth in ANNEX A hereto. Parent expressly reserves the right to waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made by Parent without the prior written consent of the Company which (A) decreases the Per Share Amount or changes the form of consideration payable in the Offer, (B) waives the Minimum Condition, (C) reduces the maximum number of Shares to be purchased in the Offer, (D) imposes conditions to the Offer in addition to those set forth in ANNEX A hereto or (E) amends any term of the Offer in any other manner materially adverse to the holders of the Shares or the likelihood of the consummation of the Merger. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be twenty (20) Business Days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Merger Sub's obligation to accept for payment Shares shall not be satisfied or waived, (ii) 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, or (iii) extend the Offer for an aggregate period of not more than ten (10) Business Days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions (including the Minimum Condition) to Merger Sub's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer totals less than ninety percent (90%) of the issued and outstanding Shares on a fully diluted basis. Following expiration of the Offer, the Purchaser may, in its sole discretion, provide a subsequent offering period (a "Subsequent Offering Period") in accordance with Rule 14d-11 under the Exchange Act. The Per Share Amount shall, subject to any applicable withholding of Taxes, be $1.00 net to the seller sellers of the Shares in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer and this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not withdrawn as promptly as practicable following satisfaction of the Minimum Condition. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Merger Sub expressly reserves the right to delay payment for Shares for the sole purpose of complying 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. If the payment equal to the Per Share Amount in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the surrendered certificate for such formerly evidencing Shares is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or any applicable federal back-up withholding), provided, however, otherwise be in proper form for transfer and that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to Person requesting such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares payment shall have been changed into a different number of shares or a different class, paid all transfer and other Taxes required by reason of any stock dividendthe payment of such amount to a Person other than the registered holder of the certificate surrendered, subdivisionor shall have established to the satisfaction of Merger Sub that such Taxes either have been paid or are not applicable. If this Agreement is terminated by Parent or by the Company, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to shall cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject Merger Sub to, and only toMerger Sub shall, those conditions set forth in Annex A hereto (terminate promptly the "OFFER CONDITIONS")Offer.

The Offer. (a) Subject to Provided that: (x) this Agreement shall not have been terminated in accordance with ‎Article V and (y) the last sentence of this Section 1.1(a)Company shall have complied with its obligations under ‎Section 1.3, as promptly as practicable (but reasonably practicable, and in any event not later than five business within 10 days after the public announcement of the execution and delivery date of this Agreement), Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the "EXCHANGE ACT"))rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer. The obligations of Parent to accept for payment and pay for any Shares tendered pursuant to the Offer whereby Purchaser will offer shall be subject to purchase for cash all the terms and conditions of this Agreement, including (i) the satisfaction of the Shares at Minimum Condition (as defined in ‎Exhibit A hereto) and (ii) the Per Share Amountsatisfaction or waiver by Parent of each of the other conditions set forth in ‎Exhibit A hereto (together with the Minimum Condition, net the “Offer Conditions”). Parent expressly reserves the right to (A) increase the seller in cash Offer Price, (subject to reduction for B) waive any stock transfer taxes payable by the seller, if payment is to be made to a Person Offer Condition (other than the Person in whose name Minimum Condition, if the certificate for such validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares is registeredissued and outstanding, or the Antitrust Condition) or (C) modify any applicable federal back-up withholdingof the other terms or conditions of the Offer not inconsistent with the terms of this Agreement, except that, without the consent of the Company, Parent shall not (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding cash consideration), provided(3) reduce the number of Shares sought in the Offer or (4) add to the Offer Conditions, however(5) amend or modify any of the Offer Conditions in a manner that would, that Parent may designate another direct individually or indirect subsidiary 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 to consummate the Offer, or (6) change or waive the Minimum Condition, if the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition, (7) extend or otherwise change the Expiration Date in a manner other than as the bidder thereunder required or permitted by Section 1.1(b) of this Agreement or (8) provide any “subsequent offering period” within the meaning of Rule 14d-1(e) 14d-11 promulgated under the Exchange Act). For the avoidance of doubt, the Company will procure that no Share held in which event references herein the treasury of the Company or any of its Subsidiaries immediately prior to Purchaser the Acceptance Time (collectively, “Excluded Shares”) will be deemed tendered pursuant to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 9.01 below and none of the events set forth in clauses (a) through (i) of Annex A hereto shall have occurred and be continuing to exist, Purchaser shall commence (within the last sentence meaning of this Section 1.1(a), Rule 14d-2(a) of the Exchange Act) the Offer as promptly as reasonably practicable (after the date hereof, but in any no event not later than five 10 business days after the initial public announcement of the execution and delivery of this Agreement. The initial expiration date of the Offer shall be 20 business days after the commencement of the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that shall constitute fifty and six-tenths percent (50.6%) of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition other than the Minimum Condition, to increase the cash price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that without the Company's prior written consent, no change may be made which decreases the cash price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise adversely affects the holders of Shares. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer from time to time for the shortest time periods which the Purchaser reasonably believes are necessary until the consummation of the Offer, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), Parent will cause or the staff thereof, applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 80% or more, but less than 90%, of outstanding Shares on a Fully Diluted Basis. In addition, if, on the then applicable expiration date of the Offer, the sole condition(s) remaining unsatisfied are (i) the failure of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") or under any applicable material non-United States statutes or regulations, (ii) the process pursuant to the Exon-Florxx Xxxvision (as hereinafter defined) has not been completed, and/or (iii) any waiting period applicable to the consummation of the Offer under the Arms Regulations shall not have expired or been terminated then, Purchaser shall extend the Offer from time to commence time until 11 7 the earlier to occur of (within i) January 31, 2001 and (ii) the meaning fifth business day after the latest to occur of (A) the expiration or termination of the applicable waiting period under the HSR Act or any applicable material non-United States statutes or regulations, (B) the satisfaction of any requirements under the Exon-Florxx Xxxvision, as applicable, and (C) the expiration or termination of the waiting period under the Arms Regulations. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, 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 14d-2 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), . If the Offer whereby Purchaser will offer payment equal to purchase for cash all of the Shares at the Per Share Amount, net to the seller Amount in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment "Merger Consideration") is to be made to a Person person other than the Person person in whose name the surrendered certificate for such formerly evidencing Shares is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or any applicable federal back-up withholding), provided, however, otherwise be in proper form for transfer and that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to person requesting such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares payment shall have been changed into a different number of shares or a different class, paid all transfer and other taxes required by reason of any stock dividendthe payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, subdivision, reclassification, recapitalization, split, combination or exchange shall have established to the satisfaction of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect Purchaser that such stock dividend, subdivision, reclassification, recapitalization, split, combination taxes either have been paid or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and are not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")applicable.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the last sentence of this Section 1.1(a)conditions set forth in Annex I hereto, as promptly as practicable (after the date hereof, but in any no event not later than five U.S. business days after following the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended an offer (the "EXCHANGE ACTOFFER")), the Offer whereby Purchaser will offer ) to purchase for cash (i) all of the Common Shares at a price of $28.00 per Common Share ("COMMON SHARE PRICE") and (ii) all of the Per Preferred Shares at a price equal to the Common Share AmountPrice times 326.531 per Preferred Share, in each case, net to the seller in cash (cash. The Offer shall be subject to reduction for any stock transfer taxes payable by the seller, if payment is to condition that there shall be made to a Person other than validly tendered in accordance with the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary terms of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, prior to consummate the Offer and to accept for payment and to pay for Shares validly tendered in expiration date of the Offer and not withdrawn in accordance therewith will be subject towithdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "MINIMUM CONDITION") and only to, those to the other conditions set forth in Annex A hereto (I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS"right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i).. Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as

The Offer. (a) Subject to the last sentence conditions of this Section 1.1(a)Agreement, as promptly as practicable Purchaser shall, and Parent shall cause Purchaser to use commercially reasonable efforts to, commence within five (but 5) Business Days from the date hereof (and in any event not later than five business days after Purchaser shall, and Parent shall cause Purchaser to, commence within ten (10) Business Days from the public announcement date hereof) the Offer within the applicable rules and regulations of the execution SEC. The obligations of Purchaser to, and delivery of Parent to cause Purchaser to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that, together with Shares already owned by Parent and Purchaser or their respective Affiliates, would represent at least a majority of the Fully Diluted Shares (the “Minimum Tender Condition”) and (ii) the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Exhibit A, as such conditions may be modified in accordance with the express terms of this Agreement. The initial expiration date of the Offer shall be midnight (New York City time) on the twentieth (20th) Business Day following commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) of the Exchange Act). Purchaser expressly reserves the right in its sole discretion to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Purchaser shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the Company or the holders of the Shares, (v) except as otherwise provided in this Section 2.1(a), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), extend the Offer whereby Purchaser will offer or change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner adverse to purchase for cash all the Company or the holders of the Shares at Shares. The parties hereto agree to cooperate in good faith to modify the Per Share Amount, net terms of the Offer as and if required by the SEC to the seller in cash (subject extent such modifications do not materially alter the Transactions or require any increase to reduction the Offer Price. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall extend the Offer for the minimum period required by any stock transfer taxes payable by rule, regulation, interpretation or position of the seller, if payment is SEC or the staff thereof applicable to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), Offer; provided, however, that Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with its terms, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Purchaser shall, and Parent shall cause Purchaser to extend the Offer for one (1) or more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may designate another direct be agreed to by the Company); provided, however, that Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Offer beyond the Outside Date. On the terms and subject to the conditions of the Offer and this Agreement, Purchaser shall, and Parent shall cause Purchaser to, accept and pay for (subject to any withholding of Tax pursuant to Section 3.2(e)) all Shares validly tendered and not validly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer (as it may be extended and re-extended in accordance with this Section 2.1(a)). Purchaser expressly reserves the right to, in its sole discretion, following the Acceptance Time, extend the Offer for a “subsequent offering period” (and one or indirect subsidiary of Parent as the bidder thereunder (within the meaning of more extensions thereof) in accordance with Rule 14d-1(e) 14d-11 under the Exchange Act), and the Offer Documents may, in which event references herein to Purchaser will be deemed to apply to Purchaser’s sole discretion, provide for such subsidiary, as applicablea reservation of right. Notwithstanding the foregoing, if between the date of Nothing contained in this Agreement and the Effective Time the outstanding Shares Section 2.1(a) shall have been changed into a different number of shares or a different class, by reason of affect any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered termination rights in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")Article VIII.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and none of the last sentence of this Section 1.1(a)events set forth in Exhibit A shall have occurred and be continuing, as promptly as practicable (but in any no event not later than five business days ten (10) Business Days after the public announcement of the execution and delivery date of this Agreement), Sub shall, and Parent will shall cause Purchaser to Sub to, commence (the Offer within the meaning of the applicable rules and regulations of the SEC. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, except that the Minimum Tender Condition may not be waived) and to the other conditions in this Article II. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (determined using Rule 14d-2 under 14d-1(g)(3) of the Securities Exchange Act SEC). Sub expressly reserves the right to modify the terms of 1934the Offer, except that (i) without the consent of the Company, Sub shall not waive the Minimum Tender Condition (as amended defined in Exhibit A), and (ii) without the "EXCHANGE ACT"consent of the Company (unless the Company takes any action permitted to be taken pursuant to Section 6.02(b)), Sub shall not (A) reduce the number of Shares subject to the Offer, (B) reduce the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share AmountPrice, net (C) modify or add to the seller conditions set forth in cash Exhibit A, (subject to reduction for any stock transfer taxes D) except as provided below, extend the Offer, (E) change the form of consideration payable by in the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registeredOffer, or (F) otherwise amend or modify the Offer in any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary manner adverse to the holders of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableCompany Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, extend the Offer for successive extension periods (ending on or before the Outside Date) in increments not exceeding twenty (20) Business Days each: (x) if between at the scheduled expiration date of this Agreement the Offer any of the conditions to Sub’s obligation to purchase Shares are not satisfied, until such time as such conditions are satisfied or waived; (y) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the Nasdaq National Market applicable to the Offer; and (z) in order to provide sufficient time to respond to any matter hereafter arising and required to be disclosed to Parent pursuant to Section 6.02(c)(i) or (ii). In addition, if, at the Effective Time the outstanding Shares shall have been changed into a different number otherwise scheduled expiration date of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, any condition to consummate the Offer is not satisfied, Sub shall, and to accept for payment and to pay for Shares validly tendered in Parent shall cause Sub to, extend the Offer and at the request of the Company for not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").less than twenty

The Offer. (a) Subject to the last sentence of Provided that this Agreement shall not have been terminated in accordance with Section 1.1(a), as promptly as practicable (but in any event not later than five business days after the public announcement 8.01 and none of the execution and delivery of this Agreementevents set forth in Annex A hereto shall have occurred or be existing (unless such event shall have been waived by Purchaser), Parent will shall cause Purchaser to commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), and Purchaser shall commence, the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent Amount as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, promptly as applicable. Notwithstanding the foregoing, if between reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of this Agreement and Purchaser's intention to commence the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its direct or indirect subsidiaries and any Shares purchased pursuant to the Stockholders Agreement, constitute a majority of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, shall have been validly tendered in and not withdrawn prior to the expiration of the Offer and not withdrawn in accordance therewith will be subject to, and only to, those (ii) the satisfaction or waiver of the other conditions set forth in Annex A hereto hereto. Purchaser expressly reserves the right to waive any such condition (other than the "OFFER CONDITIONS"Minimum Condition), to increase the per Share Amount, and to make any other changes in the terms and conditions of the Offer; provided, however, that (notwithstanding Section 8.04) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (D) amends or changes the terms and conditions of the Offer in any manner materially adverse to the holders of Shares (other than Parent and its subsidiaries) or (E) changes or waives the Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Purchaser shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn.

The Offer. (a) Subject to the last sentence of (i) Provided that this Section 1.1(a), as promptly as practicable (but Agreement shall not have been terminated in any event not later than five business days after the public announcement accordance with Article VIII and that none of the execution events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and delivery of this Agreement)be continuing, Purchaser shall, and Parent will shall cause Purchaser to, use reasonable best efforts to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”))) prior to the fifth (5th) Business Day after the date hereof (but in no event later than the tenth (10th) Business Day after the date hereof, provided that the Company shall be prepared to disseminate to its shareholders its Schedule 14d-9 and Schedule 14f-1 within such time period) the Offer whereby Purchaser will offer to purchase for cash all of the outstanding Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation obligations of Purchaser (and of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Purchaser) to accept for payment and to pay for any Shares validly tendered in pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, and only to, to the satisfaction or waiver of those conditions set forth in Annex Exhibit A hereto (the "OFFER CONDITIONS"“Offer Conditions”). The initial expiration date (the “Initial Expiration Date”) of the Offer shall be the twentieth (20th) Business Day following (and including the day of) the commencement of the Offer. Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not decrease the Offer Price or change the form of the consideration payable in the Offer, or, except pursuant to Section 1.1(b), (A) decrease the number of Shares sought pursuant to the Offer, (B) amend or waive the Minimum Tender Condition (as defined in Exhibit A), (C) add to the conditions set forth on Exhibit A, (D) modify the conditions set forth on Exhibit A in a manner that is adverse to the holders of Shares or (E) extend the expiration date of the Offer except as required or permitted by Section 1.1(a)(ii) or (iii).

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(a)the Agreement, as promptly as practicable (but in any no event not later than five business days after the date of the public announcement by Parent and the Company of the execution and delivery of this Agreement), Sub shall, and Parent will shall cause Purchaser Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence (within the meaning of Rule 14d-2 under Offer and accept for payment, and pay for, any Shares tendered pursuant to the Securities Exchange Act of 1934, as amended Offer shall be subject to the conditions set forth in Exhibit A (the "EXCHANGE ACTOffer Conditions"))) and to the terms and conditions of the Agreement. Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer whereby Purchaser will offer Price, (iii) add to purchase for cash all the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend any other term of or add any new term to the Offer in any manner materially adverse to the holders of the Shares at or (vii) waive the Per Share Amount, net to the seller Minimum Condition (as defined in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholdingExhibit A), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) Subject to Section 9.01(b)(i)(Y), extend the Offer, if between at the scheduled or extended expiration date of this Agreement the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the Effective Time "SEC") or the staff thereof applicable to the Offer, (C) extend the Offer from time to time until two business days after the expiration of the last to expire of the waiting period under the HSR Act (as defined in Section 4.05 below) and Section 24 a, Subsection 2, sentence 1 of the German Law Against Restraints of Trade (the "German Competition Act") and (D) extend the Offer for a period not to exceed 15 business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, if, immediately prior to such expiration date (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted (on a per-share basis fully diluted basis). Subject to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange the terms and conditions of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and the Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment payment, and pay for, pursuant to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (as soon as practicable after the "OFFER CONDITIONS")expiration of the Offer.

The Offer. (a) Subject to the last sentence conditions of this Section 1.1(a)Agreement, as promptly as practicable (but in any no event not later than five business days after the public announcement date hereof, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the execution applicable rules and delivery regulations of this Agreementthe Securities and Exchange Commission (the SEC); provided, however, that the obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer is subject to the conditions set forth in Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The initial expiration date of the Offer (the EXPIRATION DATE) shall be the 20th business day following the commencement of the Offer (determined pursuant to Rules 14d-1 and 14d-2 promulgated by the SEC). Sub expressly reserves the right to modify the terms and conditions of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), Parent will cause Purchaser (iv) add to commence the conditions set forth in Annex 1, (v) except as provided in the next sentence, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) amend any other condition of the Offer in any manner adverse to the Company's stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation, position or request of the SEC or the staff thereof applicable to the Offer and (C) make available a subsequent offering period (within the meaning of Rule 14d-2 under 14d-11 promulgated by the Securities Exchange Act SEC). Without limiting the right of 1934Sub to extend the Offer, as amended in the event that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, Sub shall, and Parent shall cause Sub to, extend the Expiration Date of the Offer in increments of five business days each until the earliest to occur of (v) the "EXCHANGE ACT")date that is 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the Offer is not capable of being satisfied on or prior to the date specified in Section 9.1(b)(ii)(B), the Offer whereby Purchaser will offer provided that such inability to purchase for cash all satisfy such condition is not due to any failure of the Shares at the Per Share Amount, net Parent or Sub to the seller perform in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registeredmaterial respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any applicable federal back-up withholdingrepresentation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the date specified in Section 9.1(b)(ii)(B), ; provided, however, that Parent may designate another direct or indirect subsidiary of Parent as and Sub shall not be required to so extend the bidder thereunder (within Expiration Date if the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein failure to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of satisfy any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions condition set forth in Annex A hereto (1 was caused by or resulted from the "OFFER CONDITIONS")failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment shares of Company Common Stock tendered as soon as it is legally permitted to do so under applicable Law.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VII and none of the last sentence events or circumstances set forth in clause (iii) of this Section 1.1(aAnnex A hereto shall have occurred and be existing (and shall not have been waived by Purchaser), as promptly as practicable Purchaser shall (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will shall cause Purchaser to to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT"“Exchange Act”)), ) the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share AmountOffer Price as promptly as reasonably practicable, net to but in no event later than ten (10) Business Days, after the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), date of this Agreement; provided, however, that Parent may designate another direct or indirect subsidiary of Parent such ten (10) Business Day deadline to commence the Offer will be extended to such date as the bidder thereunder Company is ready to file the Schedule 14D-9 on the same date as the commencement of the Offer. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (within x) the satisfaction of the condition that at the expiration of the Offer there be validly tendered in accordance with the terms of the Offer and not withdrawn that number of Shares which, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, represents more than 50% of the Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Rule 14d-1(eShares then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, convertible securities (other than the shares of Series D-1 Preferred Stock owned, beneficially or of record, as of the date hereof, by the Company Preferred Stockholders) under or similar obligations regardless of the Exchange Actconversion or exercise price, the vesting schedule or other terms and conditions thereof) (the “Minimum Condition”), and (y) the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any of such conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which event references herein decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer, reduces the maximum number of Shares sought to Purchaser will be deemed purchased in the Offer, imposes conditions to apply the Offer in addition to, or modifies or amends, the conditions set forth in Annex A hereto, waives the Minimum Condition or makes any other changes in the terms of the Offer that are in any manner adverse to such subsidiarythe holders of Shares or, except as applicableprovided below, extends the expiration date of the Offer. Notwithstanding the foregoing, if between subject to the right of the parties to terminate this Agreement in accordance with Section 7.1, Purchaser may, and at the request of the Company shall, extend the Offer (i) beyond the initial scheduled expiration date, which shall be twenty (20) business days (as defined in Rule 14d-1 under the Exchange Act) following the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number commencement of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to consummate the Offer and Purchaser’s obligation to accept for payment and to pay for Shares validly tendered in shall not be satisfied or, to the extent permitted by this Agreement, waived and (ii) for any period required by any rule, regulation or interpretation of the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided that Purchaser shall not be required to extend the Offer to a date later than the Outside Date. Each extension of the Offer pursuant to clause (i) of the preceding sentence shall not exceed ten (10) Business Days (or such longer period as the Company and not withdrawn Purchaser may agree in accordance therewith will be subject to, and only to, those writing in any particular instance) or such fewer number of days that Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied. Subject to the terms of this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, Purchaser shall (and Parent shall cause Purchaser to) accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the "OFFER CONDITIONS"Offer promptly after it is permitted to do so under applicable Laws (but in no event later than two (2) Business Days after such expiration date of the Offer). In addition, if, at the expiration date of the Offer, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares, if any, then owned by Parent and its Subsidiaries, constitutes less than 90% of the Shares then outstanding, determined on a fully-diluted basis (as defined in Section 1.1(a)), Purchaser may, or at the Company’s request (subject to applicable Laws) shall, provide for one or more “subsequent offering periods” (as contemplated by Rule 14d-11 under the Exchange Act) for at least three (3) but not more than twenty (20) Business Days following the Purchase Date, in which event Purchaser shall (and Parent shall cause Purchaser to) (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered during the “initial offering period” and immediately accept and promptly pay for all Shares tendered during any “subsequent offering period,” in each case in accordance with Rule 14d-11 under the Exchange Act. On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the sellers in cash, upon the terms and subject to the conditions of the Offer. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer.

The Offer. (a) Subject to the last sentence of this Section 1.1(a)(i) Merger Sub shall, as and Purchaser shall cause Merger Sub to, promptly as practicable (but in any no event not later than five business days after the public announcement of the execution and delivery of this Agreement)February 27, Parent will cause Purchaser to 2007) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”)), ) the Offer whereby Purchaser will offer to purchase for cash all outstanding shares of the Shares Company Common Stock, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation obligations of Parent Merger Sub to, and of Purchaser to cause Purchaser to commence the OfferMerger Sub to, to consummate the Offer and to accept for payment and to pay for Shares validly any shares of Company Common Stock tendered in pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, and to only to, those conditions set forth in Annex Exhibit A hereto (the "OFFER CONDITIONS"“Offer Conditions”). The initial expiration date of the Offer shall be the twentieth business day following (and including the day of) the commencement of the Offer. Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Exhibit A), (D) add to the conditions set forth on Exhibit A, (E) amend or modify the conditions set forth on Exhibit A in a manner adverse to the holders of shares of Company Common Stock, (F) extend the expiration of the Offer except as required or permitted by Section 1.1(a)(ii) or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of shares of Company Common Stock.

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as practicable (after the date hereof, but in any no event not later than five business days the tenth calendar day after the date of the first public announcement of the execution and delivery of this Agreement), Parent will shall cause Purchaser Merger Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the "EXCHANGE ACT"))rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation obligations of Merger Sub, and of Parent to cause Purchaser to commence the OfferMerger Sub, to consummate the Offer and to accept for payment and to pay for any Shares tendered and not validly tendered in withdrawn pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, to (i) the satisfaction of the Minimum Condition (as defined in Exhibit A hereto) and only to, those (ii) the satisfaction or waiver by Parent or Merger Sub of each of the other conditions set forth in Annex Exhibit A hereto (together with the "OFFER CONDITIONS"Minimum Condition, the “Offer Conditions”). Each of Parent and Merger Sub expressly reserves the right, in its sole discretion, to (A) increase the Offer Price, (B) waive any Offer Condition or (C) modify any of the other terms or conditions of the Offer, except that, unless otherwise provided by this Agreement, without the consent of the Company, Parent and Merger Sub shall not (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding consideration), (3) reduce the number of Shares subject to the Offer, (4) impose additional conditions to the Offer, (5) waive or change the Minimum Condition, (6) add to the Offer Conditions, (7) extend or otherwise change the expiration time of the Offer except as required or permitted by Section 1.1(b) or (8) amend or modify any Offer Condition or any term of the Offer in a manner that is, or would reasonably be expected to be, adverse to the holders of Shares.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 10.01 and that none of the last sentence of this Section 1.1(a)events set forth in Annex I hereto shall have occurred and are existing, Purchaser shall, as promptly as practicable (after the date hereof, but in any no event not later than five business days after following the public announcement of the execution and delivery terms of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended an offer (the "EXCHANGE ACTOffer")), the Offer whereby Purchaser will offer ) to purchase for cash any and all of the Shares outstanding shares of common stock, $.01 par value (the "Shares"), of the Company at the Per Share Amounta price of $38.50 per Share, net to the seller in cash (cash, less any required withholding taxes. The Offer shall be subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to condition that at least a Person other than majority of the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(eon a fully diluted basis) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn in accordance therewith will be subject to, (the "Minimum Tender Condition") and only to, those to the other conditions set forth in Annex A I hereto. Purchaser expressly reserves the right to waive the Minimum Tender Condition or any of the other conditions to the Offer, to increase the price per Share payable in the Offer and to make any other change in the terms or conditions of the Offer; provided that (i) the Purchaser shall not waive the Minimum Tender Condition without the consent of the Board of Directors of the Company and (ii) without the consent of the Board of Directors of the Company, the Purchaser shall not make any change in the terms or conditions of the Offer which (A) changes the form of consideration to be paid or (B) decreases the price per Share payable in the Offer or (C) reduces the maximum number of Shares to be purchased in the Offer or (D) imposes conditions to the Offer in addition to those set forth in Annex I hereto or (E) extends the "OFFER CONDITIONS")expiration date of the Offer (except as required by law or the applicable rules and regulations of the SEC) or (F) amends any term of the Offer in any manner adverse to holders of Shares; provided that Purchaser shall have the right, in its sole discretion, to extend the Offer on up to two separate occasions for up to five business days each, notwithstanding the prior satisfaction of conditions set forth on Annex I hereto, in order to attempt to satisfy the Minimum Tender Condition or to satisfy the requirements of Section 253 of the Delaware General Corporation Law.

The Offer. (a) Subject to the last sentence of Provided that this Agreement shall not have --------- been terminated in accordance with Section 1.1(a)7.01, as promptly as practicable (but in any event not later than five business days after the public announcement of the execution Merger Subsidiary shall, and delivery of this Agreement)Parent shall cause Merger Subsidiary to, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, (as amended (the "EXCHANGE ACT")), hereinafter defined) the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, promptly as applicable. Notwithstanding the foregoing, if between practicable after the date hereof, but in no event later than five business days after the initial public announcement of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser Parent's intention to commence the Offer, to consummate . The Offer shall have a scheduled Expiration date 20 business days following commencement of the Offer and (the "Initial Expiration Date"). Notwithstanding any contrary provision of this Agreement, Merger Subsidiary (i) if so requested by the Company at the direction of the Special Committee, will extend the Offer for up to accept ten business days following in the event upon the Initial Expiration Date, Merger Subsidiary shall not have accepted for payment and Shares pursuant to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those as a result of one or more of the conditions set forth in Annex A hereto not having been satisfied or waived by Merger Subsidiary and (ii) at its discretion may determine from time to time to extend the Offer for no more than an aggregate of ten business days following the later of the Initial Expiration Date and the first expiration date thereafter on which all of the conditions set forth in Annex A shall have been satisfied or waived, if applicable, provided, however, that in the event that Parent extends the Offer pursuant to this clause (ii) all of the conditions to the Offer shall be deemed to have been irrevocably satisfied for all purposes of the Offer and shall not be asserted by Parent as a basis for not consumating the Offer and (iii) may, from time to time at its discretion, extend the Offer in increments of up to ten business days each, if one or more of the conditions set forth in Annex A shall not have been satisfied or waived. Parent shall not accept for payment any Shares tendered pursuant to the Offer unless there shall have been validly tendered and not withdrawn prior to the expiration of the Offer such number of Shares which, constitutes at least a majority of the Shares not beneficially owned by Parent or Merger Subsidiary on a fully diluted basis (the "OFFER CONDITIONSMinimum Condition"). In addition to the Minimum Condition, the obligation of Parent to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Parent expressly reserves the right to increase the Per Share Amount. Without the prior consent of the Special Committee, Parent will not (i) decrease the Per Share Amount (ii) change the number of Shares to be purchased in the Offer (iii) change the form of the consideration payable in the Offer (iv) amend or add to the conditions to the Offer set forth in Annex A hereto; or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares. Under no circumstances shall Parent waive the Minimum Condition. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Following the satisfaction or waiver of the conditions to the Offer, Parent shall cause Merger Subsidiary to accept for payment and pay for, in accordance with the terms of the Offer, all Shares validly tendered pursuant to the Offer and not withdrawn, as soon as it is permitted to do so pursuant to applicable law.

The Offer. (a) Subject to the last sentence provisions of this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 1.1(a)8.1 and so long as none of the events or circumstances set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable (but in any event not later than five the fifth business days after day from the date of public announcement of the execution and delivery of this Agreement), Parent will shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net (i) a price equal to the seller in cash Common Stock Price for the Company Common Stock and (subject ii) a price equal to reduction the Preferred Stock Price for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesCompany Preferred Stock. The obligation of Parent to cause Purchaser to commence consummate the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly any Securities tendered in pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, and only to, to those conditions set forth in Annex A. It is agreed that the conditions to the Offer set forth on Annex A hereto are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by Purchaser) and Purchaser expressly reserves the "OFFER CONDITIONS"right, in its sole discretion, to waive any such condition; provided that, without the consent of the Company, Parent or Purchaser shall not waive the Minimum Condition (as defined in Annex A) or the condition set forth in paragraph (h) of Annex A (except that Purchaser expressly reserves the right, in its sole direction, to waive the condition set forth in clause (y) in the definition of the Minimum Condition contained in the first paragraph of Annex 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(c)(6) under the Exchange Act).

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8 and the last sentence conditions set forth in clauses (b)(i), (ii), (iii), (iv)(A) and (iv)(B) of this Section 1.1(a)Exhibit E hereto shall have been satisfied, as promptly as practicable (but reasonably practicable, and in any event not later than five business days after the public announcement of the execution within 10 calendar days, Merger Sub shall, and delivery of this Agreement)Parent shall cause Merger Sub to, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act Act) the Offer. The obligations of 1934Merger Sub, and of Parent to cause Merger Sub, to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to (i) the satisfaction of the Minimum Condition (as amended defined in Exhibit E hereto) and (ii) the "EXCHANGE ACT")satisfaction or waiver by Merger Sub of each of the other conditions set forth in Exhibit E hereto (together with the Minimum Condition, the “Offer Conditions”) and the terms and conditions hereof. Merger Sub expressly reserves the right, in its sole discretion, to (A) increase the Consideration, (B) waive any Offer Condition or (C) modify any of the other terms or conditions of the Offer, except that, unless otherwise provided by this Agreement, without the consent of the Company, Merger Sub shall not (1) reduce the Consideration, (2) change the form of consideration payable in the Offer (other than by adding consideration), (3) reduce the number of Shares subject to the Offer, (4) waive or change the Minimum Condition, (5) add to the Offer whereby Purchaser will offer to purchase for cash all Conditions, (6) extend the expiration of the Shares at Offer except as required or permitted by Section 1.1(b) or (7) modify any Offer Condition or any term of the Per Share Amount, net Offer set forth in this Agreement in a manner adverse to the seller holders of Shares. (b) The Offer shall expire at midnight (New York City time) on the date that is 20 Business Days (for this purpose calculated in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of accordance with Rule 14d-1(e14d-1(g)(3) under the Exchange Act)) after the commencement of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which event references herein the Offer has been so extended (the Initial Expiration Date, or such later date and time to Purchaser will be deemed to apply to such subsidiarywhich the Initial Expiration Date has been so extended, as applicablethe “Expiration Date”). Notwithstanding the foregoing, Merger Sub may (but shall not be obligated to), without the consent of the Company, extend the Offer (i) if between at any scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied or waived, for one or more periods of up to 20 Business Days per extension until the earlier to occur of (A) the date such Offer Conditions are satisfied or waived or (B) July 15, 2020 (the “End Date”) or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the rules applicable to the Offer; provided, that Merger Sub may, in its sole discretion, provide a subsequent offering period (a “Subsequent Offering Period”) after the expiration of the Offer, in accordance with Rule 14d-11 under the Exchange Act. (c) Subject to the terms of the Offer and this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number satisfaction of shares or a different class, by reason all of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to Conditions, Merger Sub will accept for payment (the date and to time of such acceptance, the “Acceptance Time”) and thereafter pay for all Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").2

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as practicable (but in any no event not later than five business days after the public announcement of the execution and delivery of this Agreementhereof), Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) the Offer whereby Purchaser will offer to purchase for cash all of the Shares issued and outstanding shares of Company Common Stock at the Per Share Amounta price of $14.77 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to reduction there being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares beneficially owned by Parent or Purchaser, represents at least 66-2/3% of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The Offer shall remain open for any stock transfer taxes payable by the sellertender of Shares or withdrawal of Shares previously tendered until January 7, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered1997, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply unless previously terminated prior to such subsidiary, as applicable. Notwithstanding date in accordance with the foregoing, if between the date terms thereof or of this Agreement or pursuant to applicable law without any Shares having been accepted for payment or paid for under the Offer. Purchaser shall, on the terms and subject to the Effective Time prior satisfaction or waiver of the outstanding conditions of the Offer (including without limitation the Minimum Condition), accept for payment and pay for Shares shall have been changed into a different number tendered as soon as practicable after it is legally permitted to do so under applicable law; PROVIDED, HOWEVER, that Purchaser will not, without the written consent of shares or a different classthe Company, by reason of accept for payment and pay for any stock dividendShares prior to January 7, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares1997. The obligation obligations of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in on or prior to the expiration of the Offer and not withdrawn in accordance therewith will shall be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").subject

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as practicable (but and in any event not later than within five business days (5) Business Days) after the public announcement of date hereof, the execution and delivery of this Agreement)Purchaser shall commence, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the "EXCHANGE ACT")“Exchange Act”), the Offer whereby Purchaser will offer to purchase for cash all of the outstanding Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation consummation of Parent to cause Purchaser to commence the Offer, to consummate and the Offer and obligation of the Purchaser to accept for payment and to pay for Shares tendered pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn in accordance therewith will be prior to the Expiration Date (A) that number of Shares which, together with the Contributed Shares and any other Shares then subject toto the Contribution Agreement and the number of Shares (if any) then owned of record by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger, and only to(B) that number of Shares which represents at least a majority of the Shares then issued and outstanding, those excluding from such calculation (x) the Contributed Shares and any other Shares then subject to the Contribution Agreement, (y) other Shares then owned of record or beneficially by any executive officer (within the meaning of Section 16 under the Exchange Act) of the Company (provided, that any Shares that may be deemed to be beneficially owned by the stockholder party to the Contribution Agreement pursuant to that certain Voting Agreement dated September 30, 2005, by and between the Investor and the Xxxxxx X. Xxxxxxxx Revocable Trust u/a/d December 18, 2006, as amended or extended from time to time, shall not be deemed to be beneficially owned by such stockholder for purposes of this calculation), and (z) any Shares then beneficially owned by Parent or any of its direct or indirect Subsidiaries, including the Purchaser (collectively, the “Minimum Condition”); and (ii) the satisfaction, or waiver by the Purchaser, of the other conditions and requirements set forth in Annex A hereto (I. The conditions and requirements to the "OFFER CONDITIONS")Offer set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to such condition and, other than the Minimum Condition and the Governmental Approval Condition, may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1.

The Offer. (a) Subject to the last sentence of Unless this Section 1.1(aAgreement shall have been terminated in accordance with Article VII, Merger Sub shall (and Parent shall cause Merger Sub to), as promptly as practicable (but in any no event not later than five business days ten (10) Business Days after the public announcement of the execution and delivery of this Agreement)date hereof, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended 1934 (the "EXCHANGE ACT"“Exchange Act”)), the Offer whereby Purchaser will a tender offer to purchase for cash all of the Shares outstanding shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Shares”) at the Per a price of $137.00 per Share Amountin cash, net to the seller in cash (but subject to reduction for any stock transfer required withholding taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for (such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiarytender offer and price, as applicable. Notwithstanding they may from time to time be amended in accordance with this Agreement, the foregoing, if between the date of this Agreement “Offer” and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares“Offer Price,” respectively). The obligation obligations of Merger Sub to (and of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to Merger Sub to) accept for payment and to pay for any Shares validly tendered in the Offer and not withdrawn in accordance therewith will pursuant to the Offer shall be subject to, and only to, those to the satisfaction or waiver (to the extent permitted under applicable Laws) of the conditions set forth in Annex A hereto (the "OFFER CONDITIONS"“Tender Offer Conditions”)., and no other conditions. The initial expiration date of the Offer shall be midnight (Eastern Time) on the date that is twenty-five (25) Business Days (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) after the date on which the Offer was commenced (the initial “Expiration Time” and any expiration time and date established pursuant to an extension of the Offer in accordance with this Agreement, also an Expiration Time). Merger Sub expressly reserves the right (i) to increase the amount of cash constituting the Offer Price and (ii) to waive any condition to the Offer (to the extent permitted under applicable Laws) or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (A) reduce the number of Shares subject to the Offer, (B) reduce the Offer Price, (C) waive the Minimum Tender Condition, (D) add to

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in Exhibit A --------- attached hereto and made a part hereof shall have occurred or be existing (unless such event shall have been waived by Parent), Parent shall cause Purchaser to commence, and Purchaser shall commence as promptly as practicable, but in no event later than the fifth business day after the date of this Agreement, the Offer at the Per Share Amount. The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that the number of Shares that, when combined with the Shares already owned by Purchaser and its direct or indirect subsidiaries, constitute at least eighty percent (80%) of the then outstanding Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer, and (ii) the satisfaction or waiver of the other conditions set forth in Exhibit A attached hereto. Purchaser expressly reserves --------- the right to waive any such condition (other than the Minimum Condition), to increase the Per Share Amount payable in the Offer, and to make any other changes in the terms and conditions of the Offer (notwithstanding Section 8.3); provided, however, that no change may be made which (i) decreases the Per Share Amount payable in the Offer, (ii) reduces the maximum number of Shares to be purchased in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Exhibit A hereto, (iv) amends or changes the terms and --------- conditions of the Offer in any manner materially adverse to the holders of Shares (other than Parent and its subsidiaries) or (v) changes or waives the Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the last sentence terms and conditions of this Section 1.1(a)the Offer (including, without limitation, the Minimum Condition) and unless the Company otherwise consents in writing, Purchaser shall accept for payment and pay, as promptly as practicable (but in any event not later than five business days after the public announcement expiration of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for all Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")withdrawn.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the last sentence of this Section 1.1(aevents set forth in Annex A hereto shall have occurred or be existing (unless such event shall have been waived by Acquiror Sub), Acquiror shall cause Acquiror Sub to commence, and Acquiror Sub shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable (after the date hereof, but in any no event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser Acquiror Sub's intention to commence the Offer. The obligation of Acquiror Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (within i) the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended condition (the "EXCHANGE ACTMinimum Condition"))) that at least the number of Shares that, when combined with the Offer whereby Purchaser will offer to purchase for cash all Shares already owned by Acquiror and its direct and indirect subsidiaries, constitute two-thirds of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the then outstanding Shares shall have been changed into a different number validly tendered and not withdrawn prior to the expiration of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in (ii) the Offer and not withdrawn in accordance therewith will be subject to, and only to, those satisfaction or waiver of the other conditions set forth in Annex A hereto hereto. Acquiror Sub expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that (notwithstanding Section 8.03) no change may be made which (A) decreases the price per Share payable in the Offer, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (D) amends or changes the terms and conditions of the Offer in any manner materially adverse to the holders of Shares (other than Acquiror and its subsidiaries) or (E) changes or waives the Minimum Condition. Notwithstanding clause (D) of the foregoing sentence, Acquiror Sub may, without the consent of the Target (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Acquiror Sub's obligations to purchase the Shares have not been satisfied, (ii) extend the Offer from time to time for up to a maximum of an aggregate of 10 business days beyond the initial expiration date of the Offer (which initial expiration date shall be 20 business days following the commencement of the Offer), notwithstanding that all conditions to the Offer are satisfied as of the date of such extension, and (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "OFFER CONDITIONSSEC") or the staff thereof applicable to the Offer. Notwithstanding the foregoing, the Offer may not be extended beyond the date of termination of this Agreement pursuant to Section 8. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Acquiror Sub shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn.

The Offer. (a) Subject to the last sentence of Provided that this Agreement shall not have been terminated in accordance with Section 1.1(a), as promptly as practicable (but in any event not later than five business days after the public announcement 8.1 and that none of the execution and delivery events set forth in clauses (a) through (i) of this Agreement)Annex A hereto shall have occurred or be continuing, Parent will cause Purchaser to Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”)) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than ten business days after the date of this Agreement. The obligation of Merger Sub to accept for payment Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto. Merger Sub expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, (y) the Minimum Condition may not be waived and (z) no change may be made that (A) decreases the price per Share payable in the Offer, (B) changes the form of consideration payable in the Offer, (C) reduces the maximum number of Shares to be purchased in the Offer, (D) amends any term of the Offer in any manner adverse to holders of the Shares, (E) imposes conditions to the Offer not set forth in Annex A hereto or amends any of the conditions to the Offer set forth in Annex A hereto in any manner adverse to any holder of Shares or (F) except as otherwise provided in this Section 1.1(a), extends the term of the Offer. Notwithstanding the foregoing, Merger Sub may (i) extend the Offer whereby Purchaser will offer to purchase for cash all one or more periods of not more than 10 business days each beyond the scheduled expiration date, which initially shall be 30 business days following the commencement of the Shares Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Merger Sub’s obligation to accept for payment Shares shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof, applicable to the Offer. The Per Share AmountAmount shall, subject to applicable withholding of taxes, be net to the seller in cash (cash, upon the terms and subject to reduction the conditions of the Offer. Merger Sub shall pay for any stock transfer taxes payable all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Merger Sub 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. Merger Sub may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the sellerExchange Act to meet the objective that there be validly tendered, if in accordance with the terms of the Offer, prior to the expiration of the Offer (as so extended), and not withdrawn, a number of Shares which, together with Shares then owned by Parent and Merger Sub, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount is to be made to a Person other than the Person in whose name the surrendered certificate for such formerly evidencing Shares is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or any applicable federal back-up withholding), provided, however, otherwise be in proper form for transfer and that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to Person requesting such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares payment shall have been changed into a different number of shares or a different class, paid all transfer and other taxes required by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange the payment of shares, the Per Share Amount will be correspondingly adjusted on to a per-share basis Person other than the registered holder of the certificate surrendered, or shall have established to reflect the satisfaction of Merger Sub that such stock dividend, subdivision, reclassification, recapitalization, split, combination taxes either have been paid or exchange of sharesare not applicable. The obligation Company agrees that no Shares held by the Company or any of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly its Subsidiaries shall be tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")Offer.

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as reasonably practicable (but and in any event not later than five business days within 15 Business Days after the public announcement of the execution and delivery date of this Agreement, as such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(g) or other information required from Representatives of the Company or Parent is delayed), Parent will cause the Purchaser to commence (shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))Act, the Offer whereby Purchaser will offer to purchase for cash all of the outstanding Shares for cash at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation consummation of Parent to cause Purchaser to commence the Offer, to consummate and the Offer and obligation of the Purchaser to accept for payment and to pay for Shares tendered pursuant to the Offer, shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been delivered in accordance therewith will be subject tosettlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”), and only to(ii) the satisfaction, those or waiver by the Purchaser (to the extent permitted in Annex I), of the other conditions and requirements set forth in Annex A hereto (I. Subject to this Section 1.1 and Annex I, the "OFFER CONDITIONS")conditions and requirements to the Offer set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time.

The Offer. (a) Subject to the last sentence of (i) Provided that this Agreement shall not have been terminated in accordance with Section 1.1(a)8.1, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable (but in any no event not later than five business days after seven (7) Business Days following the public announcement of the execution and delivery terms of this Agreement)) Commence an offer to purchase (x) all outstanding shares of the Company's common stock, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended par value $0.01 per share (the "EXCHANGE ACTCOMMON SHARES")), the Offer whereby Purchaser will offer to purchase for cash ) and (y) all of the Shares outstanding shares of the Company's class B common stock, par value $0.01 per share (the "CLASS B SHARES" and, together with the Common Shares, the "SHARES"), at a price (such price, or any higher price as may be paid in the Per Share AmountOffer, the "OFFER PRICE") of ONE UNITED STATES DOLLAR AND THIRTY-NINE CENTS ($1.39) per Share, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiarytender offer, as applicable. Notwithstanding the foregoing, if between the date of it may be amended and supplemented from time to time as permitted under this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesAgreement, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares"OFFER"). The obligation of Parent to cause Purchaser to commence the Offer, to Commence and consummate the Offer and to accept for payment and to pay for any Shares validly tendered in the Offer and not withdrawn in accordance therewith will pursuant thereto shall be subject to, only to the terms and only to, conditions set forth in this Agreement and to those conditions set forth in Annex Exhibit A hereto (the "OFFER CONDITIONS"), any of which (other than the Minimum Tender Condition (as defined in Exhibit A)) may be waived by Purchaser in its sole discretion. The initial expiration date of the Offer shall be the twentieth (20th) Business Day following the Commencement of the Offer. Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) impose additional conditions to the Offer or (D) change the conditions to the Offer or amend any other term of the Offer if any such change or amendment would be in any manner adverse to the holders of the Shares.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the last sentence of this Section 1.1(a)events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as reasonably practicable (after the date hereof, but in any no event not later than five business days after the initial public announcement of Purchaser's intention to commence the execution Offer. The obligation of Purchaser to accept for payment and delivery pay for Shares tendered pursuant to the Offer shall be subject to the condition (the "MINIMUM CONDITION") that at least the number of Shares that when added to the Shares already owned by Parent and its affiliates shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any outstanding convertible securities or upon the exercise of any outstanding options, warrants or rights (other than the Company Rights (as defined in Section 3.03))) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that no change may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer other than those set forth in Annex A hereto. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following the commencement of the Offer) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this Agreement)sentence, Parent will cause Purchaser if as of such date, all of the conditions to commence Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 80 percent or more, but less than 90 percent, of the outstanding Shares on a fully diluted basis; PROVIDED, HOWEVER, that (within A) if, on the meaning initial scheduled expiration date of Rule 14d-2 the Offer, the sole condition remaining unsatisfied is (1) the failure of the waiting period under the Securities Exchange Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19341976, as amended (the "EXCHANGE HSR ACT")), to have expired or been terminated or (2) the failure to consummate the Specialty Merger Transaction and such transaction has not been consummated solely due to the failure of the waiting period under the HSR Act to have expired or been terminated, then, in either case, Purchaser shall extend the Offer from time to time until five business days after the expiration or termination of the applicable waiting period under the HSR Act and (B) if the sole condition remaining unsatisfied on the initial scheduled expiration date of the Offer is the condition set forth in (f) of Annex A, the Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer whereby from time to time until five business days after such breach is cured (provided that Purchaser will offer shall not be required to purchase for cash all of extend the Shares at the Offer beyond 35 days after such initial scheduled expiration date). The Per Share AmountAmount shall, subject to applicable withholding of taxes, be net to the seller in cash (cash, upon the terms and subject to reduction for any stock transfer taxes payable by the seller, if payment is conditions of the Offer. Subject to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary terms and conditions of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate Purchaser shall, promptly after expiration of the Offer and to accept for payment and to Offer, pay for all Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")withdrawn.

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(a)Agreement, as promptly as practicable (but in any no event not later than five business days after the public announcement of the execution January 16, 2001, Sub shall, and delivery of this Agreement)Parent shall cause Sub to, Parent will cause Purchaser to commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACTExchange Act")), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer whereby Purchaser will offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to purchase for cash all the Offer shall be subject only to the conditions set forth in the attached Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Parent and Sub in their sole discretion, except that Sub shall not waive the Minimum Condition or the HSR Condition (each as defined in Exhibit A) without the consent of the Shares at the Per Share Amount, net Company) and subject to the seller rights of Parent and Sub to terminate this Agreement as provided in cash Section 8.1. Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to reduction for the Offer, (ii) reduce the Offer Price, (iii) impose any stock transfer taxes payable by other conditions to the seller, if payment is to be made to a Person Offer other than the Person in whose name Offer Conditions or modify the certificate for such Shares is registered, or Offer Conditions (other than to waive any applicable federal back-up withholdingOffer Conditions to the extent permitted by this Agreement), provided(iv) except as provided in the next sentence, howeverextend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend any other term of the Offer in a manner which is materially adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if there shall not have been tendered a sufficient number of Shares to enable the Merger to be effected without a meeting of the Company's stockholders in accordance with Section 253 of the DGCL (as hereinafter defined), in each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Sub shall not provide for a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent may designate another direct or indirect subsidiary shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of Parent as the bidder thereunder (within Offer, and in any event in compliance with the meaning of obligations respecting prompt payment pursuant to Rule 14d-1(e14e-1(c) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").

The Offer. (a) Subject Provided that (i) this Agreement shall not have been terminated in accordance with Section 9.1 and (ii) none of the events set forth in Annex A hereto that would entitle Parent and Merger Subsidiary to fail to consummate the last sentence of this Section 1.1(aOffer shall have occurred and be continuing (and shall not have been waived by Parent), as promptly as practicable practicable, Merger Subsidiary shall (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will shall cause Purchaser to Merger Subsidiary to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), the Offer whereby Purchaser will offer to purchase for cash any and all of the Shares Shares, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Merger Subsidiary to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Merger Subsidiary to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that at least 80% of the outstanding Shares be validly tendered in the Offer and not withdrawn in accordance therewith will be subject to(the "Minimum Condition"), and only to(ii) the other conditions set forth in Annex A. Merger Subsidiary expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, those however, that unless previously approved by the Company in writing, no change may be made that (i) decreases the Offer Price or the Cash Portion or the Stock Portion thereof, (ii) changes the form or combination of consideration to be paid in the Offer, (iii) reduces the number of Shares to be purchased in the Offer, (iv) amends the conditions set forth in Annex A hereto to broaden the scope of such conditions, add any additional conditions, or otherwise adversely affect the holders of Shares, (v) extends the "OFFER CONDITIONS"Offer except as provided in Section 1.1(b), or (vi) amends or waives the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Merger Subsidiary and may be waived by Parent and Merger Subsidiary, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent and Merger Subsidiary at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or its Subsidiary will be tendered in the Offer.

The Offer. (a) Subject to the last sentence terms and conditions of this Section 1.1(a)Agreement, as promptly as practicable (but in any no event not later than five (5) business days (as defined below) after the public announcement of the execution and delivery of this Agreementhereof), Parent will shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), and Purchaser shall commence the Offer whereby Purchaser will offer to purchase purchase, for cash cash, all of the Shares at the Per Share Amounta price equal to $1.78 per Share, net to the seller in cash (subject the "OFFER PRICE"). Subject to reduction for any stock transfer taxes payable by the sellerterms and conditions set forth in this Agreement, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registeredincluding, or any applicable federal back-up withholding)without limitation, provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(eSECTION 1.1(c) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares conditions set forth in ANNEX I hereto, Purchaser shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and use all commercially reasonable efforts to accept for payment and to pay for Shares validly tendered in the as soon as Purchaser is legally permitted to do so under applicable law. The Offer and not withdrawn in accordance therewith will initially expire twenty (20) business days after its commencement. The Offer will be subject to, made by means of an offer to purchase (the "OFFER TO PURCHASE") containing the terms set forth in this Agreement and only to, those the conditions set forth in Annex A hereto ANNEX I hereto. Subject to SECTION 1.1(c), neither Parent nor Purchaser may decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of Shares sought, impose additional conditions to the Offer, change the expiration date of the Offer or amend any other term or condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments) without the "OFFER CONDITIONS"prior written consent of Company; PROVIDED, HOWEVER, that if on the initial scheduled expiration date of the Offer (as it may be extended) all conditions to the Offer have not been satisfied or waived, the Offer may be extended from time to time until August 4, 1999 without the consent of Company. In addition, the Offer Price may be increased and the Offer may be extended for up to ten (10) business days to the extent required by law in connection with such increase, in each case without the consent of Company. Without limiting the right of Purchaser to extend the Offer pursuant to the immediately preceding sentence, at the request of Company, Purchaser shall, and Parent shall cause Purchaser to, extend the expiration date of the Offer (i) in one or more periods of not more than five business days (but in no event later than August 4, 1999), if (A) any of the conditions set forth in ANNEX I shall not have been satisfied or waived at the scheduled or extended expiration date of the Offer, (B) such condition is reasonably capable of being satisfied by Company, (C) Company exercises its reasonable best efforts to cause such condition to be satisfied and (D) Company is in compliance with all of its covenants in this Agreement or (ii) for five business days in the event that the Minimum Condition shall not have been satisfied at the first scheduled expiration date of the Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the last sentence of this Section 1.1(a)conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable (after the date hereof, but in any no event not later than five business days after following the public announcement of the execution and delivery terms of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended an offer (the "EXCHANGE ACTOffer")), the Offer whereby Purchaser will offer ) to purchase for cash all of the outstanding shares (the "Shares") of common stock, $0.01 par value per share, of the Company (the "Common Stock") and the associated rights to purchase Shares (the "Rights") issued pursuant to the Rights Agreement between the Company and Harris Trust and Savings Bank, as Rights Agent, dated as of Nxxxxxxr 23, 1994 (the "Rights Agreement") at the Per a price of $20.50 per Share Amount(and associated Right), net to the seller in cash (cash. The Offer shall be subject to reduction for any stock transfer taxes payable the condition that a number of Shares which, together with the Shares then owned by Buyer, represents at least a majority of the sellerShares outstanding on a fully diluted basis shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Without the consent of the Company, if payment is Merger Subsidiary shall not (i) change the form of consideration to be made paid, (ii) decrease the price per Share, (iii) decrease the number of Shares sought in the Offer, (iv) waive the Minimum Condition, (v) impose conditions to the Offer in addition to those set forth in Annex I or (vi) otherwise amend the terms and conditions of the Offer in a Person other than manner adverse to the Person in whose name stockholders of the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableCompany. Notwithstanding the foregoing, if between Merger Subsidiary may, without the date consent of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different classCompany, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence (i) extend the Offer, if at any scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied and waived, (ii) extend the offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to consummate the Offer or any period required by applicable law and (iii) extend the Offer on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Buyer and Merger Subsidiary further agree that in the event of the failure of one or more of the conditions to the Offer to be satisfied or waived on any date on which the Offer would otherwise have expired, Merger Subsidiary shall, if such condition could reasonably be expected to be satisfied, extend the Offer for a reasonable period time, provided that Merger Subsidiary shall not be required to extend the Offer beyond October 31, 1998. The initial expiration date of the Offer shall be 20 business days following the commencement of the Offer. On the terms of the Offer and subject to accept for payment and to the foregoing, Merger Subsidiary shall pay for all Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")with applicable law.

The Offer. (a) Subject to the last sentence of this Section 1.1(a), So long as promptly as practicable (but in any event not later than five business days after the public announcement none of the execution events set forth in clauses (a) through (i) of Annex I hereto (as hereinafter provided) shall have occurred or exist, the Purchaser shall, and delivery of this Agreement)Parent shall cause the Purchaser to, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"))) as promptly as practicable after the date hereof, but in any event not later than October 22, 1997, the Offer whereby Purchaser will offer to purchase for cash all of the Shares outstanding Securities at the Per Share AmountSecurities Offer Price applicable to such Securities, net to the seller in cash cash. The initial expiration date for the Offer shall be the twentieth business day from and after the date the Offer is commenced, including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act (subject the "Initial Expiration Date"). As promptly as practicable, the Purchaser shall file with the Securities and Exchange Commission (the "SEC") the Purchaser's Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to reduction Purchase (the "Offer to Purchase") which shall be mailed to the holders of Securities with respect to the Offer. The obligation of Parent to accept for payment or pay for any stock transfer taxes Securities tendered pursuant to the Offer will be subject only to the satisfaction or waiver (which waiver is restricted only to the extent set forth in the next succeeding sentence) of the conditions set forth in Annex I hereto. Without the prior written consent of the Company, the Purchaser shall not decrease the price per Security or change the form of consideration payable by in the sellerOffer, if payment is decrease the number of Shares or Warrants sought to be made purchased in the Offer, change the conditions set forth in Annex I, waive or reduce the Minimum Condition (as defined in Annex I) to a Person lower than fifty percent of the fully diluted Common Shares, impose additional conditions to the Offer or amend any other than term of the Person Offer in whose name any manner adverse to the certificate for such Shares is registered, or holders of any applicable federal back-up withholding)Securities, provided, however, that Parent may designate another direct if all of the conditions to the Offer are then satisfied or indirect subsidiary of Parent as waived, the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act)Parent, in which event references herein order to Purchaser will be deemed permit the Merger to apply to such subsidiarybecome effective without a meeting of Shareholders in accordance with Section 253 of the GCL, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis right (i) to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate extend the Offer and for a period or periods aggregating up to accept for payment and to pay for Shares validly tendered in ten business days from the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").then effec-

The Offer. (a) Subject to Provided that this Agreement has not been terminated in accordance with Article 7 and none of the last sentence of this Section 1.1(a)events or conditions set forth in Annex I hereto has occurred and is existing, then, as promptly as reasonably practicable (but in any event not later than five business days after the public announcement of the execution and delivery terms of this Agreement), but in no event later than ten (10) Business Days after the date hereof, Purchaser shall, and Parent will shall cause Purchaser to to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), an offer (the Offer whereby Purchaser will offer to purchase "OFFER") for cash all of the Shares outstanding shares of common stock, par value $0.01 per share, of the Company (individually a "SHARE" and, collectively, the "SHARES") at the Per a price per Share Amountof $7.00, net to the seller in cash (the "OFFER PRICE"). Purchaser shall, and Parent shall cause Purchaser to, accept for payment Shares that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time permitted by law, subject to reduction for any stock transfer taxes payable by the seller, if payment is prior satisfaction or waiver of the conditions to be made to a Person other than the Person in whose name Offer (but not waiver of the certificate for such Shares is registered, or any applicable federal back-up withholdingMinimum Condition), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares tendered shall be subject only to (i) the condition that at least fifty-one percent (51%) of the Shares (including all Shares then owned by Parent and/or Purchaser, which for this purpose will be deemed to be validly tendered in and not withdrawn) on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise or conversion of all Stock Options (as defined below), warrants and convertible securities having an exercise or conversion price of $7.00 per Share or less that vest prior to the Offer Effective Time (as defined below), but excluding any Shares held by the Company or any of its subsidiaries), be validly tendered and not withdrawn in accordance therewith will be subject to(the "MINIMUM CONDITION"), and only to, those (ii) the other conditions set forth in Annex A hereto I hereto. Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company, no change may be made that (u) increases the "OFFER CONDITIONS"Minimum Condition; (v) changes the form of consideration to be paid; (w) decreases the price per Share or the number of Shares sought in the Offer; (x) imposes conditions to the Offer in addition to the Minimum Condition and those set forth in Annex I; (y) changes the Expiration Date (as defined below), except as provided in this Agreement; or (z) is adverse to the holders of the Shares. No Shares held by the Company or any of its subsidiaries will be tendered in the Offer.

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(a)Agreement and provided that none of the conditions identified in subparagraphs (a) - (i) in Annex I hereto shall ------- have occurred and be continuing, Parent shall cause the Purchaser to, as promptly as reasonably practicable (after the date hereof, but in any no event not later than five (5) business days after following the initial public announcement of the execution and delivery of this Agreement)Purchaser's intention to commence the Offer, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) the Offer whereby Purchaser will offer to purchase for cash all of the outstanding Shares at the Per Share Amounta price of ------------- $10.68 per Share, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharescash. The obligation of Parent to cause the Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares tendered shall be subject only (i) to such number of Shares, when added to the number of Shares already owned by Parent, the Purchaser or any direct or indirect wholly owned subsidiary of Parent, as shall constitute two-thirds of the Company's Fully Diluted Shares (as defined in Section 4.2) being validly tendered in prior to the expiration or termination of the Offer and not withdrawn in accordance therewith will be subject to, (the "Minimum Share Condition") and only to, those ----------------------- (ii) to the other conditions to the Offer set forth in Annex A hereto I. The Purchaser ------- may at anytime transfer or assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer (the "OFFER CONDITIONSTendered Shares"), but no such --------------- assignment shall relieve the Purchaser of its obligations hereunder. The Purchaser expressly reserves the right to waive any of the conditions to the Offer set forth in Annex I and to modify the terms and conditions of the Offer; ------- provided, however, that, without the prior written consent of the Company, the -------- ------- Purchaser shall not amend or modify the terms of the Offer to (i) reduce the cash price to be paid pursuant to the Offer, (ii) reduce the number of Shares as to which the Offer is made, (iii) change the form of consideration to be paid in the Offer, (iv) modify or waive the Minimum Share Condition, or (v) impose conditions to its obligation to accept for payment or pay for the Tendered Shares other than those set forth in Annex I. Subject to the terms and ------- conditions thereof, the Offer shall expire at midnight, New York City time, on the date that shall be 20 business days after the date the Offer on which shall be commenced. The Offer may not be extended without the Company's prior written consent; provided, however, that the Purchaser may (x) from time to time extend -------- ------- (and re-extend) the Offer, if at the scheduled expiration date of the Offer any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions shall be satisfied or waived; (y) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof --- applicable to the Offer; or (z) extend (and re-extend) the Offer for any reason on one or more occasions for an aggregate period of not more than 20 business days beyond the latest expiration date that would otherwise be permitted under clause (x) or (y) above if on such expiration date there shall not have been tendered at least that number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders in accordance with the MBCL.

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(aAgreement and provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto (the "Offer Conditions"), Parent shall cause the Purchaser ------- to, as promptly as reasonably practicable (after the date hereof, but in any no event not later than five (5) business days after following the initial public announcement of the execution and delivery of this Agreement)Purchaser's intention to commence the Offer, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), the Offer whereby Purchaser will offer to purchase for cash all of the outstanding Shares ------------ and the associated Series A Participating Cumulative Preferred Stock purchase rights (collectively, the "Rights") issued pursuant to the Rights Agreement ------ between the Company and First National Bank of Boston, as Rights agent, dated as of April 24, 1997 (the "Rights Agreement"), at the Per a price of $7.00 per Share Amount(and ---------------- associated Rights), net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharescash. The obligation of Parent to cause the Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares (and associated Rights) tendered shall be subject only (i) to such number of Shares, when added to the number of Shares already owned by Parent, the Purchaser or any direct or indirect wholly owned subsidiary of Parent, as shall constitute fifty-one percent (51%) of the Company's Fully Diluted Shares (as defined in Section 4.2) being validly tendered in prior to the expiration or termination of the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONSMinimum Share Condition") and (ii) to the other Offer Conditions. The ----------------------- Purchaser may at any time transfer or assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares (and associated Rights) tendered pursuant to the Offer (the "Tendered Shares"), but no such assignment shall relieve the Purchaser of --------------- its obligations hereunder. The Purchaser expressly reserves the right to waive any of the Offer Conditions (but not the Minimum Share Condition) and to modify the terms of the Offer; provided, however, that, without the prior written -------- ------- consent of the Company, the Purchaser shall not amend or modify the terms of the Offer to (i) reduce the cash price to be paid pursuant to the Offer, (ii) reduce the number of Shares (and associated Rights) as to which the Offer is made, (iii) change the form of consideration to be paid in the Offer, or (iv) impose conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Condition to the extent permitted by this Agreement), or (v) make any other change or modification in any of the terms of the Offer in any manner that is adverse to holders of the Shares. Subject to the terms and conditions thereof, the Offer shall expire at midnight, New York City time, on the date that shall be 20 business days after the date on which the Offer shall be commenced. The Offer may not be extended without the Company's prior written consent; provided, however, that the Purchaser may (x) -------- ------- from time to time extend (and re-extend) the Offer, if at the scheduled expiration date of the Offer any of the Offer Conditions (other than the Minimum Share Condition) shall not have been satisfied or waived, until such time as such conditions shall be satisfied or waived; (y) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable --- to the Offer; or (z) extend (and re-extend) the Offer for any reason on one or more occasions for an aggregate period of not more than twenty (20) business days beyond the latest expiration date that would otherwise be permitted under clause (x) or (y) above if on such expiration date there shall not have been tendered at least that number of Shares (and associated Rights) necessary to permit the Merger to be effected without a meeting of the Company's stockholders in accordance with the DGCL.

The Offer. (a) Subject to the last sentence provisions of this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 1.1(a)8.01 and that none of the events set forth in paragraphs (a) through (c) of clause (iv) of Annex A shall have occurred and be continuing, as promptly as practicable (but and in any event not later no more than five business days six (6) Business Days after the public announcement of the execution and delivery date of this Agreement), Offeror shall, and Parent will shall cause Purchaser to commence (Offeror to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended 1934 (the "EXCHANGE ACT")“Exchange Act”), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Offeror to, and of Parent to cause Purchaser to commence the OfferOfferor to, to consummate the Offer and to accept for payment and to pay for Shares validly any shares of Company Common Stock tendered in the Offer and not withdrawn in accordance therewith will shall be subject to, and only to, those to the satisfaction of the conditions set forth in Annex A hereto (the "OFFER CONDITIONS"“Tender Offer Conditions”) and the procedural and customary terms set forth in the Offer Documents; provided that Parent and Offeror may, without the consent of the Company (but, for the avoidance of doubt, subject to Sections 1.01(c) and 1.01(d)), increase the Offer Price and waive any of the Tender Offer Conditions (other than the Minimum Tender Condition, which may not be waived without the prior written consent of the Company) and make changes in the terms and conditions of the Offer except that, without the prior written consent of the Company, neither Offeror nor Parent may change the form of consideration to be paid, decrease the Offer Price or the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer, reduce the time period during which the Offer shall remain open, or modify any of the Tender Offer Conditions or amend any other term of the Offer in any manner adverse to the holders of the shares of Company Common Stock. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article 8 and none of the last sentence of this Section 1.1(a)events set forth in ANNEX A hereto shall have occurred and be continuing, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable after the date hereof (but in any no event not later than five business days the tenth Business Day after the public announcement of the execution and delivery terms of this Agreement), Parent will cause Purchaser to ) commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934, 1934 as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash any and all of the Shares at Company Common Stock, in each case, for the Per Share AmountOffer Price, net to the seller in cash (cash, subject to reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder, any applicable stock transfer taxes payable by the seller, if payment is to such holder. The Offer will be made pursuant to an offer to purchase and related letter of transmittal containing the terms and conditions set forth in this Agreement. The initial expiration date of the Offer shall be the twentieth Business Day from and after the date the Offer is commenced as determined in accordance with Rule 14d-2(a) under the Exchange Act (the "INITIAL EXPIRATION DATE"). The obligation of Purchaser to accept for payment, purchase and pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject, except as provided in Section 1.01(b), only to the satisfaction of (i) the condition that all of the Shares of Class B Stock and at least a Person other than majority of the Person in whose name the certificate for such Shares is registered, shares of Class A Stock and Class B Stock (taken together as if a single class) outstanding on a fully-diluted basis (taking into account any shares of Class A Stock and Class B Stock owned by Parent or Purchaser or any applicable federal back-up withholdingaffiliate of Parent or Purchaser on the date such shares are purchased pursuant to the Offer) have been validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION"), (ii) the condition that (A) any applicable waiting period under the HSR Act shall have expired or been terminated and (B) any required approval under the EC Merger Regulation shall have been received, in each case without the Parent, the Purchaser or the Company being subject to an Unduly Burdensome Condition or the Purchaser or Parent having to submit to any Unduly Burdensome Commitment to any Governmental Entity (the "HSR/EC CONDITION"), and (iii) the other conditions set forth in ANNEX A hereto; provided, however, that Parent may designate another direct or indirect subsidiary Purchaser expressly reserves the right to waive any of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein conditions to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer (other than the Minimum Condition) and to accept for payment and to pay for Shares validly tendered make any change in the terms or conditions of the Offer and not withdrawn (other than the Minimum Condition) in accordance therewith will be its sole discretion, subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS"to Section 1.01(b).

The Offer. (a) Subject to The Merger Agreement provides for the last sentence of this Section 1.1(a), as promptly as practicable (but in any event not later than five business days after the public announcement making of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares tendered pursuant to the Offer is subject to the satisfaction or waiver of the Minimum Condition and certain other conditions that are described in Section 15--"Certain Conditions of the Offer." Pursuant to the Merger Agreement, without the consent of the Company, Purchaser may not extend the Offer beyond April 24, 2000, except in the following circumstances: (i) if necessary to satisfy any condition of the HSR Act, for a period not to exceed forty (40) business days, (ii) if any of the Offer Conditions (other than the Minimum Condition) shall not have been satisfied or waived for a period not to exceed twenty (20) business days, (iii) if all the Offer Conditions are satisfied or waived, but the number of Shares validly tendered in the Offer and not withdrawn is less than 90% of the number of then-outstanding Shares on a fully diluted basis (excluding shares held by the Company or any of its subsidiaries), for four successive five (5) business day periods for an aggregate period not to exceed twenty (20) business days, or (iv) if any of the Offer Conditions (other than the Minimum Condition) shall not have been satisfied or waived and a Takeover Proposal has been made or publicly disclosed by a person other than Parent or Purchaser (including the Company and any of its subsidiaries and affiliates), or if Parent or Purchaser otherwise learn that a Takeover Proposal has been made or publicly proposed, for a period of up to ten (10) days after the withdrawal or termination of such Takeover Proposal, such date in accordance therewith will be subject tono event to exceed the earlier of (x) June 30, 2000, and only to(y) the minimum time period necessary to satisfy all such outstanding Offer Conditions. Subject to the foregoing restrictions, those conditions set forth Purchaser has the right (but is not obligated), in Annex A hereto (its sole discretion, to extend the period during which the Offer is open by giving oral or written notices of extension to the Depositary in such offer and by making a public announcement of such extension. The Purchaser will not, without the prior consent of the Company, decrease the Offer Price or the number of Shares sought pursuant to the Offer, or change the form of consideration in the offer, or otherwise amend or add any term or condition of or to the Offer, except as otherwise expressly permitted in or contemplated by the Merger Agreement. The Purchaser can waive any other condition to the Offer in its discretion. For information concerning directors of the Company prior to consummation of the Merger, see Section 12--"Purpose of the Offer; Plans for the Company."OFFER CONDITIONS").

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as practicable (but in any no event not later than five business days after from the public announcement of the execution and delivery of this Agreementhereof), Parent will cause the Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), an offer (the Offer whereby Purchaser will offer "Offer") to purchase for cash any and all of the Shares issued and outstanding shares of Common Stock, par value $0.20 per share (referred to herein as either the "Shares" or "Company Common Stock"), of the Company at the Per Share Amounta price of $20.00 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The Purchaser shall, on the terms and subject to reduction the prior satisfaction or waiver of the conditions of the Offer, accept for any stock transfer taxes payable by the sellerpayment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law; provided that, if payment is to be made to a Person other the number of Shares that have been physically tendered and not withdrawn are more than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary 80% but less than 90% of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares determined on a fully diluted basis, the Purchaser may extend the Offer for up to five business days and thereafter on a day-to-day basis for up to an additional five business days from the date that all conditions to the Offer shall first have been changed into a different number of shares satisfied or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shareswaived. The obligation obligations of Parent to cause the Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any and all Shares validly tendered in on or prior to the expiration of the Offer and not withdrawn in accordance therewith will shall be subject toonly to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which, together with any Shares beneficially owned by Parent or the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and only to, those the other conditions set forth in Annex A hereto hereto. The Offer shall be made by means of an offer to purchase (the "OFFER CONDITIONSOffer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other term or condition of the Offer in any manner adverse to the holders of the Shares or extend the expiration date of the Offer without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof). Notwithstanding the foregoing, the Purchaser shall, and Parent agrees to cause the Purchaser to, extend the Offer from time to time until February 23, 1998 if, and to the extent that, at the initial expiration date of the Offer, or any extension thereof, all conditions to the Offer have not been satisfied or waived. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase, in each case without the consent of the Company.

The Offer. (a) Subject to the last sentence of Provided this Agreement shall not have been terminated in accordance with Section 1.1(a)7.1, as promptly as practicable (but in any no event not later than five seven (7) business days after the public announcement of the execution and delivery of this Agreementhereof), the Purchaser shall, and Parent will shall cause Purchaser to to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) ) an offer (the Offer whereby Purchaser will offer "Offer") to purchase for cash all of the Shares (and associated Rights) at the Per Share Amounta price of $22.00 per Share, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registeredprice, or any applicable federal back-up withholdingsuch higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject only to the conditions set forth in Annex A hereto; provided, however, that Parent may -------- ------- designate another wholly owned, direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e14d-1(g) under the Exchange Act)) in the Offer, in which event references case reference herein to Purchaser will shall be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesappropriate. The obligation Company shall not tender Shares held by it or by any of its subsidiaries pursuant to the Offer. The Purchaser shall, and Parent shall cause the Purchaser to, on the terms and subject to cause Purchaser the prior satisfaction or waiver of the conditions to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered as soon as it is legally permitted to do so under applicable law. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in the Offer and not withdrawn in accordance therewith will be subject to, this Agreement and only to, those the conditions set forth in Annex A hereto and providing for an initial expiration date (the "OFFER CONDITIONSExpiration Date") of twenty (20) business days (as defined in Rule 14d-1 under the Exchange Act) from the date of commencement. The Purchaser shall not, and Parent shall cause the Purchaser not to, decrease the Offer Price or decrease the number of Shares sought, amend the conditions to the Offer set forth in Annex A or impose conditions to the Offer in addition to those set forth in Annex A, without the prior written consent of the Company. The Purchaser may, without the consent of the Company, (A) extend the Offer for the shortest time periods which it reasonably believes are necessary, but in no event more than an additional forty (40) days, in one or more periods of not more than ten (10) business days, if Parent and Purchaser are not in material breach of this Agreement and if any condition to the Offer is not satisfied or waived and such condition is reasonably capable of being satisfied and (B) if, on the Expiration Date, the Shares validly tendered and not withdrawn pursuant to the Offer equal at least seventy-five percent (75%) of the outstanding Shares but less than ninety percent (90%) of the outstanding Shares (on a fully diluted basis, as such term is defined in Annex A), extend the Offer on one occasion for up to ten (10) business days notwithstanding that all the conditions to the Offer have been satisfied so long as Purchaser irrevocably waives the satisfaction of any of the conditions to the Offer (other than in the case of paragraph (a) of Annex A hereto the occurrence of any statute, rule, regulation, judgment, order or preliminary or permanent injunction making illegal or prohibiting the consummation of the Offer) that subsequently may not be satisfied during any such extension of the Offer. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase, in each case without the consent of the Company. On the date the Offer is commenced, Parent and Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO shall contain or shall incorporate by reference the Offer to Purchase and a form of letter of transmittal and summary advertisement (the Schedule TO, the Offer to Purchase and related letter of transmittal and related summary advertisement, together with any amendments and supplements thereto, collectively the "Offer Documents"). The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Each of Parent and Purchaser shall further take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false and misleading in any material respect and the Purchaser further shall take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review and comment upon the Schedule TO (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. In addition, Parent shall, and shall cause the Purchaser to, provide the Company and its counsel in writing with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments and with copies of any written responses and telephonic notification of any verbal responses by Parent, Purchaser or their counsel. Parent shall provide or cause to be provided to Purchaser all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(a)Agreement, as promptly as practicable (but in any event not later than within five business days after the first public announcement of the execution and delivery of this Agreement), Sub shall, and Parent will shall cause Purchaser to commence (Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, (as amended (the "EXCHANGE ACT")hereinafter defined), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer whereby Purchaser will offer and accept for payment, and pay for, any shares of Common Stock (and the associated Rights) tendered pursuant to purchase for cash the Offer shall be subject to the conditions set forth in Exhibit A. The Offer shall initially expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article IX, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination. Without the prior written consent of the Company, Sub shall not (i) impose conditions to the Offer in addition to those set forth in Exhibit A, (ii) modify or amend the conditions set forth in Exhibit A or any other term of the Offer in a manner adverse to the holders of shares of Common Stock, (iii) waive or amend (below 50.01% of the outstanding shares of Common Stock on a fully diluted basis) the Minimum Condition (as defined in Exhibit A), (iv) reduce the number of shares of Common Stock subject to the Offer, (v) reduce the price per share of Common Stock to be paid pursuant to the Offer, (vi) except as provided in the following sentence, extend the Offer, if all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registeredOffer conditions are satisfied or waived, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary (vii) change the form of Parent as consideration payable in the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, extend the Offer at any time, and from time to time, (i) if between at the then scheduled expiration date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and any of the conditions to Sub's obligation to accept for payment and to pay for Shares shares of Common Stock shall not have been satisfied or waived, until the such time as such conditions are satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC (as hereinafter defined) or its staff applicable to the Offer; or (iii) if all Offer conditions are satisfied or waived but the number of shares of Common Stock tendered is less than 90% of the then outstanding number of shares of Common Stock, for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer (but subject to the right of termination in accordance with Article IX), Sub shall, and Parent shall cause Sub to, pay for all shares of Common Stock validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (pursuant to the "OFFER CONDITIONS")Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the last sentence of this Section 1.1(a)terms hereof, as promptly as practicable within ten (but in any event not later than five 10) business days after the public announcement of the execution hereof by the parties, Purchaser shall (and delivery of this Agreement), Parent will shall cause Purchaser to to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares Shares, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Purchaser to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 3.4(a) and unvested Company Stock Options that vest (or upon consummation of the Offer will vest) prior to the Final Date (as defined in Section 9.1), but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered in the Offer and not withdrawn in accordance therewith will prior to the expiration of the Offer or otherwise already be subject tobeneficially owned by Parent or Purchaser (the "MINIMUM CONDITION"), and only to(ii) the satisfaction or the waiver by Purchaser of the other conditions set forth in Annex A. Purchaser expressly reserves the right to waive any such condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, no change may be made that (i) decreases the Offer Price, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex A hereto to broaden the scope of such conditions, (vi) amends any other term of the "OFFER CONDITIONS"Offer in a manner adverse to the holders of the Shares, (vii) extends the Offer except as provided in Section 2.1(b), or (viii) amends or waives the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Purchaser and may be waived by Parent and Purchaser, in whole or in part, at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written approval of the Company is required. The failure by Parent and Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered in the Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the last sentence of this Section 1.1(a)conditions set forth in Annex I hereto, as promptly as practicable (after the date hereof, but in any no event not later than five business days after following the public announcement of the execution and delivery of this Agreement), Merger Subsidiary shall, and Parent will shall cause Purchaser to Merger Subsidiary to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended an offer (the "EXCHANGE ACTOffer")), the Offer whereby Purchaser will offer ) to purchase for cash any and all of the outstanding Shares at the Per Share Amounta price of $25.50 per Share, net to the seller in cash (cash. Subject to Section 2.01(c), the Offer shall be subject to reduction for the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent, Merger Subsidiary and Saint- Gobain, represents at least 90% of the Shares outstanding (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any stock transfer taxes payable by of the sellerconditions to the Offer and to make any change in the terms or conditions of the Offer, if payment is provided that, subject to Section 2.01(c), no change or waiver may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be made paid, decreases the price per Share or the number of Shares sought in the Offer, imposes conditions to a Person other than the Person Offer in whose name addition to those set forth in Annex I or is otherwise materially adverse to the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary holders of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableShares. Notwithstanding the foregoing, if between without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, any of the conditions to consummate the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived; provided that Merger Subsidiary may extend the Offer under this clause (i) on not more than two occasions and for not more than ten business days on each such occasion or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall either (i) extend the Offer from time to time until such conditions are satisfied or waived (but not beyond November 10, 1999) or (ii) exercise its rights under Section 2.01(c), if applicable; provided that (w) such conditions are reasonably capable of being satisfied, (x) the Company exercises its reasonable best efforts to cause such conditions to be satisfied, (y) an Acquisition Proposal shall not have been publicly announced and not withdrawn as of such scheduled expiration date and (z) the Company is in compliance with all of its covenants in this Agreement. Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares properly tendered and not withdrawn pursuant to the Offer that Merger Subsidiary is obligated to purchase. Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the funds necessary to pay for any Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject tothat Merger Subsidiary becomes obligated to accept for payment, and only topay for, those conditions set forth in Annex A hereto (pursuant to the "OFFER CONDITIONS")Offer. The Offer shall have an initial scheduled expiration date 20 business days following commencement thereof.

The Offer. (a) Subject to the last conditions of this Agreement and the proviso in the first sentence of this Section 1.1(a1.02(b), as promptly as practicable (but in any no event not later than five 10 business days days) after the public announcement of the execution and delivery date of this Agreement), Sub shall, and Parent will shall cause Purchaser to commence (Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the "EXCHANGE ACT")rules and regulations promulgated thereunder, the “Exchange Act”), the Offer; provided that, if the Company is unable to file the Schedule 14D-9 on the same day Parent is prepared to commence the Offer, then such 10-business day period shall be tolled until such time as the Company is prepared to file the Schedule 14D-9 with the SEC. The obligations of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer whereby Purchaser will offer shall be subject only to purchase for cash all the conditions set forth in Exhibit A (the “Offer Conditions”). The initial expiration date of the Shares at Offer shall be midnight, New York City time, on the Per Share Amount, net 20th business day immediately following the commencement of the Offer (determined pursuant to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e14d-1(g)(3) under the Exchange Act). Subject to applicable Law, Sub expressly reserves the right to, in which event references herein its sole discretion, waive, in whole or in part, any Offer Condition at any time prior to Purchaser will be deemed to apply to such subsidiarythe expiration of the Offer or modify the terms of the Offer; provided, as applicable. Notwithstanding however, that, without the foregoingprior written consent of the Company, if between Sub shall not (i) reduce the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis Company Common Stock subject to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate (ii) reduce the Offer and Price, (iii) waive the Minimum Tender Condition or the conditions to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn set forth in accordance therewith will be subject tolettered paragraph (b) of Exhibit A or numbered paragraph (i) of Exhibit A, and only to, those (iv) add to the conditions set forth in Annex Exhibit A hereto or modify any Offer Condition (other than as required by Law, the SEC or its Staff in a manner that is not adverse to the holders of Company Common Stock), (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock or any manner that would result in any mandatory extension of the Offer (other than an increase in the Offer Price in response to an Acquisition Proposal). Notwithstanding anything in this Agreement to the contrary: (A) in the event that any of the Offer Conditions (including the Minimum Tender Condition or any of the other Offer Conditions set forth in Exhibit A) is not satisfied or waived (if permitted hereunder) as of immediately prior to the expiration of the Offer (as it may be extended from time to time pursuant to and in accordance with this Section 1.01(a)), Sub shall, and Parent shall cause Sub to, extend the Offer for successive extension periods of up to 10 business days each (or (x) any longer period as may be mutually agreed by Parent and the Company or (y) any shorter period ending on the Termination Date, if applicable) in order to permit the satisfaction of all of the conditions to the Offer; and (B) Sub shall, and Parent shall cause Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the New York Stock Exchange (the "OFFER CONDITIONS"“NYSE”) or the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided, however, that Sub shall not be required to (and Parent shall not be required to cause Sub to) extend the Offer beyond the Termination Date. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) after the expiration date of the Offer (as it may be extended from time to time pursuant to and in accordance with this Section 1.01(a)). Acceptance for payment of shares of Company Common Stock pursuant to the Offer is referred to in this Agreement as the “Offer Closing”, and the time at which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Time”. Sub expressly reserves the right to, in its sole discretion, provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents shall provide for such a reservation of right.

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(a)Agreement, as promptly as practicable (but in any no event not later than five business days after the date of the public announcement of by Parent and the execution and delivery Company of this Agreement), Sub shall, and Parent will shall cause Purchaser Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence (within the meaning of Rule 14d-2 under Offer and accept for payment, and pay for, any Shares tendered pursuant to the Securities Exchange Act of 1934, as amended Offer shall be subject only to the conditions set forth in Exhibit A (the "EXCHANGE ACTOffer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A))) and to the terms and conditions of this Agreement. Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer whereby Purchaser will offer Price, (iii) amend or add to purchase for cash all the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend any other term of the Shares at the Per Share Amount, net Offer in any manner adverse to the seller in cash (subject to reduction for any stock transfer taxes payable by holders of the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableShares. Notwithstanding the foregoing, if between Sub may, without the date consent of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different classCompany, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to consummate the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 25 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment payment, and pay for, pursuant to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (as promptly as practicable after the "OFFER CONDITIONS")expiration of the Offer.

The Offer. (a) Subject to Provided that: (x) this Agreement shall not have been terminated in accordance with Article V and (y) the last sentence of this Company shall have complied with its obligations under Section 1.1(a)1.3, as promptly as practicable (but reasonably practicable, and in any event not later than five business within 10 days after the public announcement of the execution and delivery date of this Agreement), Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the "EXCHANGE ACT"))rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer. The obligations of Parent to accept for payment and pay for any Shares tendered pursuant to the Offer whereby Purchaser will offer shall be subject to purchase for cash all the terms and conditions of this Agreement, including (i) the satisfaction of the Shares at Minimum Condition (as defined in 0 hereto) and (ii) the Per Share Amountsatisfaction or waiver by Parent of each of the other conditions set forth in 0 hereto (together with the Minimum Condition, net the “Offer Conditions”). Parent expressly reserves the right to (A) increase the seller in cash Offer Price, (subject to reduction for B) waive any stock transfer taxes payable by the seller, if payment is to be made to a Person Offer Condition (other than the Person in whose name Minimum Condition, if the certificate for such validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares is registeredissued and outstanding, or the Antitrust Condition) or (C) modify any applicable federal back-up withholdingof the other terms or conditions of the Offer not inconsistent with the terms of this Agreement, except that, without the consent of the Company, Parent shall not (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding cash consideration), provided(3) reduce the number of Shares sought in the Offer or (4) add to the Offer Conditions, however(5) amend or modify any of the Offer Conditions in a manner that would, that Parent may designate another direct individually or indirect subsidiary 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 to consummate the Offer, or (6) change or waive the Minimum Condition, if the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition, (7) extend or otherwise change the Expiration Date in a manner other than as the bidder thereunder required or permitted by Section 1.1(b) of this Agreement or (8) provide any “subsequent offering period” within the meaning of Rule 14d-1(e) 14d-11 promulgated under the Exchange Act). For the avoidance of doubt, the Company will procure that no Share held in which event references herein the treasury of the Company or any of its Subsidiaries immediately prior to Purchaser the Acceptance Time (collectively, “Excluded Shares”) will be deemed tendered pursuant to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the last sentence of this Section 1.1(aevents set forth in paragraphs (i), as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreementii), (iii), (iv) and (v) of Annex A hereto shall have occurred, Merger Sub shall, and Parent will shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), Act) the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, promptly as applicable. Notwithstanding the foregoing, if between practicable following the date of this Agreement hereof and in any event within thirteen (13) Business Days after the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesdate hereof. The obligation of Merger Sub to, and of Parent to cause Purchaser Merger Sub to, accept for payment shares of Company Common Stock validly tendered pursuant to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer Price for each such tendered and not subsequently withdrawn in accordance therewith will share shall be subject to, and only to, those to the satisfaction or waiver by Parent or Merger Sub of the conditions set forth in Annex A hereto (such conditions, as they may be amended in accordance with this Agreement, the "OFFER CONDITIONS"“Tender Offer Conditions”). Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Section 2.1(b), to waive in whole or in part any such condition, to increase the Offer Price payable in the Offer, and to make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company, Merger Sub shall not (i) amend or waive satisfaction of the Minimum Condition (as defined in Annex A), (ii) change the form of consideration to be paid pursuant to the Offer, (iii) decrease the Offer Price payable in the Offer, (iv) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (v) impose conditions to the Offer that are in addition to those set forth in Annex A hereto, (vi) make any change in the Offer that would require an extension or delay of the then current Expiration Date; provided, however, that this clause (vi) shall not limit the ability of Parent or Merger Sub to extend the Expiration Date as required by Section 2.1(b); (vii) amend or modify the Tender Offer Conditions (other than to waive such Tender Offer Conditions, except for the Minimum Condition), or (viii) amend or modify any other term of the Offer in any manner materially adverse to the holders of shares of Company Common Stock in their capacities as holders of shares of Company Common Stock.

The Offer. (a) Subject (i) Provided that (x) this Agreement shall not have been terminated in accordance with Article VIII, (y) the Company has timely provided any information required to be provided by it pursuant to Sections 1.1(b) and 1.3 and (z) the Company is prepared in accordance with Section 1.2(a) to file with the Securities and Exchange Commission (“SEC”), and to disseminate to the last sentence holders of this Section 1.1(a)Shares, the Schedule 14D-9 on the same date as Purchaser commences the Offer, Purchaser shall, as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery date of this Agreement), Parent will cause Purchaser but in no event later than the tenth (10th) day (other than Saturday or Sunday) on which banks are open in New York, New York (each such day, a “Business Day”) following the date of this Agreement and, without the consent of the Company, not to be unreasonably withheld, conditioned or delayed, in no event earlier than the tenth (10th) Business Day following the date of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”)), ) the Offer whereby Purchaser will offer to purchase for cash any (subject to the Minimum Tender Condition) and all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in and not validly withdrawn pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, and only to, to the satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex A hereto I (the "OFFER CONDITIONS"“Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, and/or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time, or from time to time, in its sole discretion, to waive any Offer Condition or modify or amend the terms of the Offer, including the Offer Price, except that, without the prior written consent of the Company, Purchaser may not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend, modify, or waive the Minimum Tender Condition, (D) impose conditions on the Offer in addition to the Offer Conditions, (E) amend or modify the Offer Conditions in a manner adverse to the holders of Shares or (F) extend the Expiration Date of the Offer except as required or permitted by Section 1.1(a)(ii).

The Offer. (a) Subject to the last sentence conditions of this Section 1.1(a)Agreement and provided that this Agreement has not been terminated in accordance with Article VIII, as promptly as practicable (but in any no event not later than five ten business days after the public announcement of the execution and delivery date of this Agreement), Sub shall, and Parent will shall cause Purchaser to Sub to, commence (the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligations of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer are subject to the conditions set forth in Exhibit A (the “Offer Conditions”). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-2 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”)). Sub expressly reserves the right to waive any Offer Condition or modify the terms of the Offer, except that, without the prior written consent of the Company, which consent may be withheld in its sole discretion, neither Parent nor Sub may: (i) reduce the number of shares of Company Common Stock to be purchased in the Offer, (ii) reduce the Offer whereby Purchaser will offer Price, (iii) waive the Minimum Tender Condition, (iv) add to purchase the Offer Conditions, (v) modify any Offer Condition in any manner adverse to the holders of Company Common Stock, (vi) waive the condition set forth in clause (ii) of Exhibit A or the condition set forth in clause (a) of Exhibit A, (vii) extend the Offer other than pursuant to and in accordance with this Agreement, (viii) change the form of consideration payable in the Offer, (ix) otherwise amend the Offer in any manner materially adverse to the holders of Company Common Stock or (x) provide for cash a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 promulgated under the Exchange Act. Notwithstanding the preceding provisions of this Section 1.01(a) or anything to the contrary set forth in this Agreement, Sub shall, and Parent shall cause Sub to, extend the Offer for any period required by any Law or Judgment, or any rule, regulation, interpretation or position of the SEC or the staff thereof, in any such case which is applicable to the Offer. In addition, subject to the parties’ respective rights to terminate the Agreement under Article VIII, (1) if at the otherwise-scheduled expiration date of the Offer any Offer Condition other than the Minimum Tender Condition is not satisfied or waived (if permitted hereunder), Sub shall, and Parent shall cause Sub to, extend the Offer for one or more successive periods of ten business days each, in order to permit the satisfaction of all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding)Offer Conditions, provided, however, that in no event shall Sub be required to extend the expiration date of the Offer to any date later than the Outside Date pursuant to this clause (1), and (2) if all of the Offer Conditions (other than the Minimum Tender Condition) have been satisfied or waived (if permitted hereunder), or if not then satisfied or waived, are by their nature to be satisfied at the Acceptance Time, then at the otherwise-scheduled expiration date of the Offer, Sub may, and, if requested by the Company in its sole discretion, Sub shall, and Parent may designate another direct shall cause Sub to, extend the Offer for one or indirect subsidiary more periods of Parent as ten business days each; provided, however, that (A) in no event shall Sub be required or permitted to extend the bidder thereunder expiration date of the Offer to any date later than the Outside Date pursuant to this clause (within 2), (B) in no event shall Sub be required or permitted to extend the expiration date of the Offer more than four times pursuant to this clause (2) and (C) Sub shall not be required to extend the expiration date of the Offer following the consummation of a transaction contemplated by a Company Takeover Proposal; provided, however, that for the purposes of this clause (C) only, “Company Takeover Proposal” shall have the meaning of Rule 14d-1(eassigned to such term in Section 5.02(e) under the Exchange Act), in which event except that all references herein to Purchaser will 20% therein shall be deemed to apply be references to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")“50%”.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII hereof and so long as none of the last sentence of this Section 1.1(a)events set forth on Annex A hereto (the "Tender Offer Conditions") shall have occurred and are continuing, as promptly as practicable after the date of this Agreement (but in any event not later than five business days seven (7) Business Days after the first public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to Sub shall commence (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act Act) the Offer. The initial expiration date of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of shall be the Shares at twentieth (20th) Business Day following the Per Share Amount, net to date the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment Offer is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (commenced within the meaning of Rule 14d-1(e) 14d-2 under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Sub to accept for payment and to pay for any Ordinary Shares validly tendered in the Offer and not withdrawn in accordance therewith will shall be subject only to the Tender Offer Conditions, any of which, subject to the proviso below, may be waived by Parent or Sub in whole or in part in their sole discretion. The Tender Offer Conditions are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such Tender Offer Conditions. Parent and Sub expressly reserve the right to modify the terms of the Offer, provided, however, that neither Parent nor Sub shall (and Parent shall cause Sub not to), and only towithout the prior written consent of the Company, those (i) reduce the number of Ordinary Shares to be purchased pursuant to the Offer, (ii) reduce the Ordinary Share Offer Price, (iii) impose any additional conditions set forth to the Offer, (iv) change the form of consideration payable in Annex A hereto the Offer, (v) make any change to the terms of the Offer, including without limitation the Tender Offer Conditions, which is materially adverse in any manner to the holders of the Ordinary Shares, (vi) amend or waive the Minimum Condition, except that Parent or Sub may, at any time, amend the Minimum Condition to equal the number of Ordinary Shares representing a majority of the total number of votes of the outstanding Ordinary Shares on a fully-diluted basis or (vii) extend the expiration date of the Offer, provided, however, that Parent or Sub may extend the expiration date of the Offer: (A) as required by any rule, regulation or interpretation of the Commission; or (B) in the event that any condition to the Offer is not satisfied and, to the extent permitted herein, is not waived as of the scheduled expiration date of the Offer, for such successive periods for up to ten (10) Business Days at a time (or such longer period as shall be approved by the Company) until the earlier of the acceptance for payment of any Ordinary Shares pursuant to the Offer or the date (the "OFFER CONDITIONSOffer Termination Date") that is sixty (60) days from the date of commencement of the Offer. Notwithstanding anything in the foregoing to the contrary, the Company may require Sub to extend the Offer on one occasion for a maximum period of ten (10) days if at the scheduled expiration date of the Offer, the Tender Offer Conditions (assuming for this purpose that the Minimum Condition has not been amended in accordance with clause (vi) of the proviso contained above in this Section 2.1(a).) have not been satisfied. In addition, notwithstanding anything in this Section 2.1(a) to the contrary, if not already disclosed in the Offer to Purchase (as defined below), Parent and Sub may amend the Schedule TO (as defined below) to permit the announcement of a subsequent offering period (as such term is defined in Rule 14d-1 promulgated under the Exchange Act (the "Subsequent Offer

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and that none of the last sentence of this Section 1.1(a)events set forth in Exhibit A shall have occurred or be existing, or any such occurrence or existence shall have been waived in writing by Purchaser, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable (but in any no event not later than five business days after ten (10) Business Days following the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to ) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), an offer to purchase all outstanding Common Shares (including those Common Shares issuable in which event references herein to Purchaser will respect of Existing Stock Options that have been "conditionally exercised" by the holder thereof for purposes of participating in the Offer), at a price (such price, or any higher price as may be deemed to apply to paid in the Offer, the "OFFER PRICE") of $12.00 per Share, in cash (such subsidiarytender offer, as applicable. Notwithstanding the foregoing, if between the date of it may be amended and supplemented from time to time as permitted under this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesAgreement, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares"OFFER"). The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in the Offer and not withdrawn in accordance therewith will pursuant thereto shall be subject to, to the terms and only to, conditions set forth in this Agreement and to those conditions set forth in Annex Exhibit A hereto (the "OFFER CONDITIONS"), any of which may be waived by Purchaser in its sole discretion and without any consent of the Company. The initial expiration date of the Offer shall be the twentieth US Business Day following the commencement of the Offer. Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) impose additional conditions to the Offer, (D) change the conditions to the Offer (other than a reduction in the Minimum Tender Condition) or (E) make any other change in the terms or conditions of the Offer which is adverse to the holders of Common Shares.

The Offer. (a) Subject (i) On the terms and subject to the last sentence of this Section 1.1(a)conditions set forth in the Agreement and provided that the Agreement shall not have been terminated in accordance with Article IX thereof, as promptly soon as practicable (but and in any event not later than five business days within ten calendar days) after the public announcement date of the execution and delivery of this AgreementAgreement (unless the parties otherwise agree in writing), Parent will cause Purchaser Acquisition Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding ) the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation obligations of Parent Acquisition Sub to cause Purchaser to commence the Offer, to consummate the Offer and to promptly accept for payment and to pay promptly for any Shares validly tendered in pursuant to the Offer and not withdrawn in accordance therewith will be subject toto only those conditions (the "Offer Conditions") set forth in Sections 1.8 and 1.9 of this Exhibit A. The initial expiration date of the Offer will be the twentieth Business Day following the commencement of the Offer. Acquisition Sub may at any time or from time to time in its sole discretion waive any Offer Condition or modify or amend the terms of the Offer, and only toexcept that, without the prior written consent of Company, Acquisition Sub will not (A) decrease the Acquisition Price or change the form of the consideration payable in the Offer, (B) amend or waive the Minimum Tender Condition, (C) impose conditions in addition to those set forth in this Exhibit A or modify the conditions set forth in Annex this Exhibit A hereto in a manner adverse to Company Shareholders, or (D) make any other change in the "OFFER CONDITIONS")terms or conditions of the Offer that is adverse to the Company Shareholders.

The Offer. (a) Subject to the last sentence of Provided that this Agreement shall not have been terminated in accordance with Section 1.1(a)8.01, as promptly as practicable (but in any no event not later than five ten business days after the public announcement of the execution and delivery date of this AgreementAgreement (or such other date as the parties mutually agree in writing), Newco shall, and Parent will shall cause Purchaser to Newco to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable promulgated by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) SEC under the Exchange Act), in which event references herein ) the Offer to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date purchase all of this Agreement and the Effective Time the outstanding Shares shall have been changed into at a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, price per Share equal to the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation date on which Newco commences the Offer is referred to herein as the “Offer Commencement Date.” The obligations of Newco to, and of Parent to cause Purchaser to commence the OfferNewco to, to consummate the Offer and to accept for payment payment, and pay for, any Shares tendered pursuant to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be are subject to, and only to, those solely to the conditions set forth in Annex A hereto I (the "OFFER CONDITIONS"“Offer Conditions”). The Offer Conditions are for the sole benefit of Parent and Newco, and Newco expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Newco shall not (A) reduce the number of Shares subject to the Offer, (B) reduce the Offer Price, (C) waive or amend the Minimum Condition, (D) add to the Offer Conditions or in any way modify any Offer Condition in any manner adverse to the holders of the Shares, (E) extend the Offer (except as required or permitted by the other provisions of this Section 1.01(a), (F) change the form of consideration payable in the Offer, or (G) otherwise amend the Offer in any manner adverse to the holders of Shares.

The Offer. (a) Subject Provided that none of the events set forth in Annex A hereto shall have occurred or be continuing (other than the requirements set forth in clauses (i)-(iv) of Annex A), Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than 5 business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A; and provided further that the condition in clause (iv) of Annex A may not be waived by Purchaser nor may any change be made to such condition without the consent of the Company. Purchaser shall from time to time extend the Offer beyond the scheduled expiration date, which shall initially be 20 business days following the commencement of the Offer, for up to 5 business days in each instance (or for such different period to which the Company shall reasonably agree) if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment Shares shall not be satisfied or waived. In addition, if all of the conditions to the Offer are satisfied or waived but the number of shares of Class A Common Stock validly tendered and not withdrawn, together with the shares of Class A Common Stock held by Parent and Purchaser, if any, is less than ninety percent (90%) of the then-outstanding number of shares of Class A Common Stock (assuming the conversion by Parent of all shares of Class B Common Stock to Class A Common Stock as contemplated by the last sentence of this Section 1.1(a1.01(a)), then upon the applicable expiration date of the Offer, Purchaser shall provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. Subject to the terms of the Offer, Purchaser shall accept for payment and pay for all Shares at the earliest time at which it is permitted to do so under applicable law. Purchaser shall take all necessary action to cause all shares of Class B Common Stock so accepted to be converted to shares of Class A Common Stock as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between on the date of this Agreement and such shares are accepted by Purchaser or on any subsequent date prior to the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject toif, and only toif, those conditions set forth in Annex such conversion would permit Purchaser to acquire shares of Class A hereto (Common Stock representing at least 90% of the "OFFER CONDITIONS")then outstanding Class A Common Stock.

The Offer. The Merger Agreement provides that, following the satisfaction or waiver of the conditions of the Offer set forth in Section 15 of this Offer to Purchase entitled "Certain Conditions of the Offer," Sub will purchase all shares of Company Common Stock validly tendered and not withdrawn. Parent and Sub have agreed not to, without the prior consent of the Company (a) Subject reduce the number of shares of Company Common Stock subject to the last sentence Offer or reduce or waive the Minimum Tender Condition, (b) reduce the consideration per share of this Section 1.1(a)Company Common Stock to be paid pursuant to the Offer below the Offer Price, as promptly as practicable (but c) modify or add to the conditions of the Offer, (d) except for the specific instances described below, extend the Offer, or (e) change the form of consideration payable in the Offer. Sub may, however, without the consent of the Company, extend the Offer (a) for up to forty-five (45) days, if at the initial expiration date of the Offer any event of the conditions to the Offer are not later than five satisfied or waived, (b) for an aggregate of twenty (20) business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash if all of the Shares conditions to the Offer have been satisfied but less than ninety percent (90%) of the then outstanding number of shares have been validly tendered and not withdrawn, provided that Sub immediately accepts and promptly pays for all shares tendered prior to the date of the extension, (c) for any period required by any rule, regulation, interpretation or position of the SEC, or (d) in increments of not more than twenty business days, if at the Per Share Amount, net to expiration of the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registeredOffer, or any applicable federal back-up withholding)extension thereof, provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within Merger cannot be consummated because the meaning of Rule 14d-1(e) waiting period under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares HSR Act shall not have terminated or any foreign antitrust law approvals shall not have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")obtained.

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as practicable (but in any no event not later than five business days after the public announcement of the execution and delivery of this Agreementhereof), Parent will cause the Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) an offer (the Offer whereby Purchaser will offer "Offer") to purchase for cash all shares of the Shares issued and out standing Company Common Stock (together with the related Common Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., dated as of January 26, 1989, as amended as of April 25, 1996 and October 22, 1996 (the "Rights Agreement"), at the Per Share Amounta price of $35.25 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to reduction for any stock transfer taxes payable by there being validly tendered and not withdrawn prior to the seller, if payment is to be made to a Person other than expiration of the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, howeverOffer, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares Shares which, together with the Shares beneficially owned by Parent or the Purchaser, represent at least a different class, by reason majority of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted Shares outstanding on a per-share fully diluted basis (the "Minimum Condition") and to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesthe other conditions set forth in Annex A hereto. The obligation Purchaser shall, on the terms and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of Parent the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to cause do so under applicable law. The obligations of the Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in on or prior to the expiration of the Offer and not withdrawn in accordance therewith will shall be subject to, only to the Minimum Condition and only to, those the other conditions set forth in Annex A hereto hereto. The Offer shall be made by means of an offer to purchase (the "OFFER CONDITIONSOffer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments) without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof); provided, however, that (i) subject to applicable legal requirements, Parent may cause Purchaser to waive any condition to the Offer, as set forth in Annex A, in Parent's reasonable judgment and (ii) the Offer may be extended in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the United States Securities and Exchange Commission ("SEC"). Notwithstanding the foregoing, the Purchaser shall, and Parent agrees to cause the Purchaser to, extend the Offer at any time up to May 1, 1998 for one or more periods of not more than 10 business days, if at the initial expiration date of the Offer, or any extension thereof, any condition to the Offer is not satisfied or required. The Purchaser may also, in its sole discretion, extend the expiration date of the Offer for up to 10 additional business days after the initial expiration date. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the last sentence of this Section 1.1(a)conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable (after the date hereof, but in any no event not later than five one business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to commence day (within the meaning of as defined in Rule 14d-2 14b-1(c)(6) promulgated under the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act"))) following the execution of this Agreement, issue a public announcement of the Offer whereby Purchaser will execution of this Agreement and as promptly as practicable thereafter, but in no event later than five business days following such public announcement, commence an offer (the "Offer") to purchase for cash all of the Shares outstanding shares of common stock, par value $.01 per share (the "Shares"), of the Company at the Per Share Amounta price of $5.50 per Share, net to the seller in cash cash. The initial expiration date (the "Initial Expiration Date") of the Offer shall be 20 business days following the 6 commencement of the Offer. The Offer shall be subject to reduction for the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least a majority of the total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to issue (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the Offer and to make any stock transfer taxes payable by change in the sellerterms or conditions of the Offer; provided that, if payment is without the prior written consent of the Company, no change may be made which (i) except as provided in the next sentence, extends the Offer, (ii) changes the form of consideration to be made paid, (iii) decreases the price per Share or the number of Shares sought in the Offer, (iv) imposes conditions to a Person other than the Person Offer in whose name addition to those set forth in Annex I, (v) changes or waives the certificate for such Shares is registeredMinimum Condition, or (vi) makes any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary other change to any condition to the Offer set forth in Annex I which is materially adverse to the holders of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableShares. Notwithstanding the foregoing, Merger Subsidiary may, without the consent of the Company, (i) extend the Offer, if between at any scheduled expiration date of the Offer any of the conditions to Merger Subsidiary's obligation to purchase Shares pursuant to the Offer shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for a period of not more than 20 business days beyond the Initial Expiration Date, if on the date of such extension less than 90% of the Fully Diluted Shares have been validly tendered and not properly withdrawn pursuant to the Offer, and (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Parent and Merger Subsidiary agree that if all of the conditions to Merger Subsidiary's obligation to purchase Shares pursuant to the Offer are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied, Merger Subsidiary shall extend the Offer from time to time in increments of at least five business days each until the earliest to occur of (x) the satisfaction or waiver of the Minimum Condition or such other condition, (y) the termination of this Agreement in accordance with its terms and (z) December 1, 1999. Subject to the terms of the Offer in this Agreement and the Effective Time satisfaction (or waiver to the outstanding Shares shall have been changed into a different number extent permitted by this Agreement) of shares or a different class, by reason the conditions of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to Merger Subsidiary shall accept for payment and to pay for all Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (pursuant to the "OFFER CONDITIONS")Offer as soon as practicable after the applicable expiration of the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 6.1 and no event shall have occurred and no circumstance shall exist which would result in the last sentence occurrence of this Section 1.1(a), as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions events set forth in Annex A hereto (the "COMMENCEMENT CONDITIONS"), Purchaser shall, in accordance with the applicable provisions of the Dutch Merger Code and the rules and regulations of the Amsterdam Stock Exchange (the "ASE") and otherwise in accordance with applicable Law (as defined in Section 7.11(d)), commence the Offer not later than the fifth Business Day (as defined in Section 7.11(a)) (the "COMMENCEMENT DATE") after the Registration Statement (as defined in Section 1.7(a)) is declared effective pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), by the Securities and Exchange Commission (the "SEC"). The obligation of Purchaser to accept for payment Company Shares properly tendered pursuant to the Offer (the "TENDERED SHARES") shall be subject only to the satisfaction or waiver by Purchaser of the conditions set forth in Annex B hereto (the "OFFER CONDITIONS"). Purchaser expressly reserves the right, in its sole discretion (subject to Section 6.2(b)), to waive any Commencement Condition or Offer Condition and make any other changes in the terms and conditions of the Offer (or to extend the Offer beyond a scheduled Expiration Date (as defined in Section 1.3) if any Offer Conditions shall not be satisfied); provided, that, unless previously approved by the Company and Stockholder in writing, no change may be made which increases the Minimum Condition (as defined in Annex B hereto), decreases the price per share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Company Shares to be purchased in the Offer, or amends the terms of the Offer or Offer Conditions or imposes conditions or terms to the Offer in addition to those set forth herein which, in any such case, are adverse to holders of the Company Shares or make the likelihood of the Offer succeeding more remote in any material respect. Purchaser agrees that, in the event that it is unable to consummate the Offer on the initial scheduled Expiration Date due to the failure of the Offer Conditions to be satisfied or waived, it shall, unless this Agreement is terminated pursuant to Section 6.1, extend the Offer and set a subsequent scheduled Expiration Date, and shall continue to so extend the Offer and set subsequent scheduled Expiration Dates, until the Termination Date (as defined in Section 7.11(j)). Purchaser agrees that (i) the initial scheduled Expiration Date of the Offer shall be not later than the earlier of (x) 60 Business Days following the Commencement Date and (y) the date on which Purchaser reasonably believes that all Offer Conditions (other than the Minimum Condition) will be satisfied or waived (which date may not be fewer than 20 Business Days following the Commencement Date) and (ii) each subsequent scheduled Expiration Date shall be not later than the earlier of (x) 20 Business Days following the previous scheduled Expiration Date, (y) the date on which Purchaser reasonably believes that all Offer Conditions (other than the Minimum Condition) will be satisfied or waived and (z) the Termination Date. To the maximum extent permitted by the Laws of The Netherlands ("DUTCH LAW"), including the Dutch Merger Code, and by the rules and regulations of the ASE, it is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to 10 3 any such condition (except for any action or inaction by Purchaser constituting a breach of this Agreement) and, except as provided in Section 6.2(b), may be waived by Purchaser, in whole or in part, at any time and from time to time, in its sole discretion. Purchaser may, at any time, transfer or assign to one or more Subsidiaries of Purchaser (organized or incorporated under the Laws of Canada, the United States, The Netherlands or any other jurisdiction, provided, that such other jurisdiction would not impose a withholding tax on the payment of the Offer Consideration (as defined in Section 1.2)) the right to purchase all or any portion of the Tendered Shares, but any such transfer or assignment shall not relieve Purchaser of its obligations under the Offer or prejudice the rights of tendering shareholders to receive payment for the Tendered Shares accepted for payment.

The Offer. (a) Subject Provided that (i) this Agreement shall not have been terminated in accordance with Section 9.1 and (ii) none of the events set forth in Annex A hereto that would entitle Parent and Merger Subsidiary to fail to consummate the last sentence of this Section 1.1(aOffer shall have occurred and be continuing (and shall not have been waived by Parent), as promptly as practicable practicable, Merger Subsidiary shall (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will shall cause Purchaser to Merger Subsidiary to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"“Exchange Act”)), the Offer whereby Purchaser will offer to purchase for cash any and all of the Shares Shares, together with the associated rights issued pursuant to the Rights Plan (as defined herein) (the “Company Rights”), at the Per Share AmountOffer Price (as defined below). Except where the context otherwise requires, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event all references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding Shares or the foregoing, if between Company’s common stock shall include the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesassociated Company Rights. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Merger Subsidiary to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Merger Subsidiary to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that at least a majority of the outstanding Shares, on a Fully Diluted Basis (on a “Fully Diluted Basis” meaning the number of Shares outstanding, together with the Shares which the Company may be required to issue pursuant to Company Options (as defined herein)), be validly tendered in the Offer and not withdrawn in accordance therewith will be subject to(the “Minimum Condition”), and only to(ii) the other conditions set forth in Annex A. Merger Subsidiary expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, those however, that unless previously approved by the Company in writing, no change may be made that, except as set forth herein, (i) decreases the Offer Price, (ii) changes the form or combination of consideration to be paid in the Offer, (iii) reduces the number of Shares to be purchased in the Offer, (iv) amends the conditions set forth in Annex A hereto to broaden the scope of such conditions, add any additional conditions, or otherwise adversely affect the holders of Shares, (v) extends the "OFFER CONDITIONS"Offer except as provided in Section 1.1(c), or (vi) amends or waives the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Merger Subsidiary and may be waived by Parent and Merger Subsidiary, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent and Merger Subsidiary at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or any Subsidiary will be tendered in the Offer.

The Offer. (a) Subject to the last sentence of Provided that (i) this Section 1.1(a)Agreement shall not have been terminated in accordance with Article VIII hereof, as promptly as practicable (but in ii) nothing shall have occurred that would render any event not later than five business days after the public announcement of the execution conditions set forth in Section 1 of Annex B incapable of being satisfied and delivery (iii) none of this Agreement)the conditions set forth in Section 2 of Annex B hereto shall have occurred and be continuing, Parent will shall cause Purchaser (and the Company shall cooperate with Parent and Purchaser subject to Section 6.02(e)) to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between promptly as reasonably practicable after the date of this Agreement and but in no event more than ten (10) Business Days thereafter, an offer to purchase all outstanding shares of Company Common Stock (including the Effective Time associated rights to purchase shares of capital stock of the outstanding Shares shall have been changed into a different number Company (“Rights”) issued pursuant to that certain Shareholder Rights Plan dated as of shares or a different classDecember 23, 2006, by reason and between the Company and Wxxxx Fargo Bank, National Association, as Rights Agent (the “Rights Plan”)) (each such share of Company Common Stock, together with the associated Rights, a “Share” and collectively, “Shares”) at a price of $19.50 per Share, net to the sellers in cash (such amount, or any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per greater amount per Share Amount will be correspondingly adjusted on a per-share basis paid pursuant to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the “Offer and Price”). Promptly after the later of: (i) the earliest date as of which Parent is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and to (ii) the earliest date as of which each of the Tender Offer Conditions shall have been satisfied or waived (and in any event in compliance with Rule 14e-1(c)), Purchaser shall, and Parent shall cause it to, accept for payment, and pay for (after giving effect to any required withholding Tax), all Shares validly tendered in pursuant to the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS"time and date of acceptance for payment, the “Acceptance Date”).

The Offer. (a) Subject to the last sentence of Provided that this Agreement shall not have been terminated in accordance with Section 1.1(a), as promptly as practicable (but in any event not later than five business days after the public announcement 7.01 and none of the execution and delivery of this Agreement)events set forth in Annex A hereto shall have occurred or be existing, Parent will cause Purchaser to commence (shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act Act, the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of 1934Purchaser's intention to commence the Offer. Purchaser shall not, as amended without the consent of the Special Committee, accept for payment any Shares tendered pursuant to the Offer unless at least a majority of the then issued and outstanding Shares, without regard to the Parent Shares, shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "EXCHANGE ACTMinimum Condition")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, to the satisfaction of the Minimum Condition and only to, those the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (except the Minimum Condition), to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Special Committee and, to the extent required by the Company's Articles of Incorporation, the approval of a majority of the "Disinterested Directors" (as defined in the Company's Articles of Incorporation), Purchaser will not (i) decrease the Per Share Amount, (ii) reduce the maximum number of Shares to be purchased in the Offer, (iii) change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer set forth in Annex A hereto or (v) make any other change in the terms or conditions of the Offer which is materially adverse to the holders of Shares. Notwithstanding the foregoing, in the event that all conditions set forth in Annex A, including the Minimum Condition, shall have been satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with the Parent Shares, does not constitute at least 80% of the then issued and outstanding Shares (the "OFFER CONDITIONSExtension Right Condition"), Purchaser may extend the Offer for a period or periods (the "Extension Periods") aggregating not more than 20 business days after the later of (x) the initial expiration date of the Offer and (y) the date on which all other conditions set forth in Annex A shall have been satisfied or waived. If, at the beginning of the first Extension Period, all conditions set forth in Annex A, including the Minimum Condition, were satisfied or waived and, at the expiration of the last Extension Period, the conditions set forth in paragraphs (a) and (b) of Annex A and the Minimum Condition are satisfied or waived, then, regardless of whether the Extension Right Condition or any of the conditions set forth in paragraphs (c), (d), (e), (f), (g), (h) and (i) of Annex A are satisfied, Purchaser shall accept for payment and pay 9 3 for all Shares validly tendered and not withdrawn prior to the expiration of the last Extension Period. For purposes of the immediately preceding sentence, the conditions set forth in paragraph (a) of Annex A shall be deemed satisfied or waived at the expiration of the last Extension Period unless, after the beginning of the first Extension Period, an action or proceeding of the type described in paragraph (a) of Annex A shall have been instituted or the complaint in an action or proceeding of the type described in paragraph (a) of Annex A pending prior thereto shall have been amended, supplemented or modified after such beginning in a manner that, in the reasonable judgment of Parent, is reasonably likely to result, directly or indirectly, in any of the consequences referred to in such paragraph (a). The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition and the Extension Right Condition), Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of the last sentence events set forth in paragraphs (a) through (i) of this Section 1.1(aAnnex A hereto shall have occurred or be existing (and shall not have been waived by the Purchaser), as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) the Offer whereby Purchaser will offer to purchase for cash all as promptly as reasonably practicable but in no event later than the seventh business day after the date hereof. The obligation of the Purchaser to accept for payment and pay for Shares at the Per Share Amount, net tendered pursuant to the seller in cash Offer shall be subject only to the satisfaction of the condition that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, when added to the number of Shares currently owned by DCNA, represents at least a majority of the then outstanding Shares on a fully diluted basis (subject the "Minimum Condition") and to reduction for any stock transfer taxes payable the satisfaction or earlier waiver by the seller, if payment is Purchaser of the other conditions set forth in Annex A hereto. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered to be made the Purchaser pursuant to a Person the Offer. The Purchaser expressly reserves the right to waive any of such conditions (other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholdingMinimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that Parent no change may designate another direct be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, modifies or indirect subsidiary amends any of Parent the conditions set forth in Annex A hereto, imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, waives the Minimum Condition or makes other changes in the terms and conditions of the Offer that are in any manner adverse to the holders of Shares or, except as provided below, extends the bidder thereunder (within Offer. Subject to the meaning terms of Rule 14d-1(e) under the Exchange Act)Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, in which event references herein to the Purchaser will be deemed accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to apply the Offer as soon as it is permitted to such subsidiary, as applicabledo so under applicable law. Notwithstanding the foregoing, if between the Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number commencement of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, if, at the scheduled expiration of the Offer, any of the conditions to consummate the Offer and Purchaser's obligation to accept for payment and to pay for the Shares validly tendered shall not be satisfied or, to the extent permitted by this Agreement, earlier waived or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Unless the Company advises the Purchaser that it does not wish the Purchaser to extend the Offer, the Purchaser shall extend the Offer from time to time until the earlier of (A) the date that is 30 days after the date on which the Regulatory Condition (as defined in Annex A) is satisfied or (B) the Drop Dead Date, in the event that, at the then-scheduled expiration date, all of the conditions of the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto have not been satisfied or earlier waived as permitted by this Agreement. Any extension of the Offer pursuant to the preceding sentence or clause (i) of the second preceding sentence or this Section 1.1 shall not exceed the lesser of ten business days or such fewer number of days that the Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied. The Purchaser shall provide a "OFFER CONDITIONS")subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) of not less than three business days following its acceptance for payment of Shares in the Offer. On or prior to the dates that the Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer, DCNA shall provide or cause to be provided to the Purchaser the funds necessary to pay for all Shares that the Purchaser becomes so obligated to accept for payment and pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer.

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as practicable (but in any no event not later than five business days after the public announcement of the execution and delivery of this Agreementhereof), Parent will cause the Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) an offer (the Offer whereby Purchaser will offer "Offer") to purchase for cash all shares of the Shares issued and out standing Company Common Stock (together with the related Common Stock Purchase Rights (the "Rights") issued pursu ant to the Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., dated as of January 26, 1989, as amended as of April 25, 1996 and October 22, 1996 (the "Rights Agreement"), at the Per Share Amounta price of $35.25 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to reduction for any stock transfer taxes payable by there being validly tendered and not withdrawn prior to the seller, if payment is to be made to a Person other than expiration of the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, howeverOffer, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares Shares which, together with the Shares beneficially owned by Parent or the Purchaser, represent at least a different class, by reason majority of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted Shares outstanding on a per-share fully diluted basis (the "Minimum Condition") and to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesthe other conditions set forth in Annex A hereto. The obligation Purchaser shall, on the terms and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of Parent the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to cause do so under applicable law. The obligations of the Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in on or prior to the expiration of the Offer and not withdrawn in accordance therewith will shall be subject to, only to the Minimum Condition and only to, those the other conditions set forth in Annex A hereto hereto. The Offer shall be made by means of an offer to purchase (the "OFFER CONDITIONSOffer to Purchase") containing the terms set forth in this Agree ment, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with re spect to insignificant changes or amendments) without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof); provided, however, that (i) subject to applicable legal requirements, Parent may cause Purchaser to waive any condition to the Offer, as set forth in Annex A, in Parent's reasonable judgment and (ii) the Offer may be extended in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regula tions of the United States Securities and Exchange Com mission ("SEC"). Notwithstanding the foregoing, the Purchaser shall, and Parent agrees to cause the Purchaser to, extend the Offer at any time up to May 1, 1998 for one or more periods of not more than 10 business days, if at the initial expiration date of the Offer, or any extension thereof, any condition to the Offer is not satisfied or required. The Purchaser may also, in its sole discretion, extend the expiration date of the Offer for up to 10 additional business days after the initial expiration date. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company.

The Offer. (a) Subject Provided that this agreement shall not have been terminated in accordance with section 8 and that no circumstances exist that would result in a failure to satisfy any of the conditions set forth in section 1.1(c)(i) through (vi), SUB shall commence the Offer as soon as practicable, but in no event later than the fifth business day after the date of initial announcement of this agreement and the Offer. SUB shall accept for payment Shares that have been validly tendered, and not withdrawn, pursuant to the last sentence of this Section 1.1(a), as promptly as practicable (but in any event not later than five business days after Offer at the public announcement earliest time following expiration of the execution and delivery of this Agreement), Parent will cause Purchaser Offer that all conditions to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer shall have been satisfied or waived by SUB. SUB shall have the right to purchase for cash all of the Shares at increase the Per Share AmountAmount payable in the Offer or to make any other changes in the terms and conditions of the Offer; provided that, unless previously approved by HK in writing, no change may be made that (x) decreases the Per Share Amount payable in the Offer, (y) changes the form of consideration to be paid in the Offer or (z) imposes conditions to the Offer in addition to those set forth in section 1.1(c) or broadens the scope of those conditions; and further provided that (I) SUB shall have the right in its sole discretion to extend the Offer for up to a maximum of five additional business days if after 20 business days there shall not have been tendered sufficient Shares to consummate a Short Form Merger as described in section 2.9(c), (II) SUB may extend the Offer for such additional number of trading days as may be reasonably necessary to allow Shares tendered under "signature guarantees" to be delivered, and (III) if Parent or SUB determines, upon the advice of outside legal counsel, that any supplement or amendment to the Offer Documents (as defined in section 1.1(b)) is required to be circulated to the offerees, then Parent or SUB shall have the right to extend the offer for such additional number of days as may be necessary under applicable law as determined by Parent and SUB, on the advice of counsel. The Per Share Amount shall be paid net to the seller in cash (cash, less any required withholding of taxes, upon the terms and subject to reduction the conditions of the Offer. (b) As soon as practicable on the date of commencement of the Offer, SUB shall file with the Securities and Exchange Commission (the "SEC") a tender offer statement on Schedule 14D-1 with respect to the 1 2 Offer which will contain the offer to purchase and form of the related letter of transmittal (together with any supplements or amendments thereto, collectively, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and the securities laws of the state of Delaware. The information provided and to be provided by HK, Parent and SUB for use in the Offer Documents shall not, on the date filed with the SEC and on the date first published or sent or given to the Company's stockholders, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent, SUB and the Company each shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall become false or misleading in any material respect and SUB shall take all necessary steps to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws and the securities laws of the state of Delaware. (c) Any other provision of this agreement or the Offer notwithstanding, SUB shall not be required to accept for payment or pay for, and may delay the acceptance for payment of, or the payment for, any Shares, and may terminate the Offer and not accept for payment or pay for any stock transfer taxes payable Shares, unless all of the following conditions shall have been satisfied: (i) no statute, rule, regulation, executive order, decree, court order, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any local, state or federal court or governmental authority in the sellerUnited States that prohibits, if payment is restrains, enjoins or materially restricts the Offer or the consummation of the Offer or the Merger; (ii) any waiting period applicable to be made to a Person other than the Person consummation of the Offer or the Merger under the HSR Act (as defined in whose name the certificate for such Shares is registered, section 5.4) shall have terminated or expired; (iii) there shall not have occurred or been threatened any event or series of events or any applicable federal back-up withholding)condition or circumstance arisen that, providedindividually or in the aggregate, howeverhas had or is reasonably likely to have a Material Adverse Effect (as defined in section 9.8) on HK, determined by reference to the business, assets, results of operations or financial condition of HK at July 31, 1995; (iv) the representations and warranties of HK contained in this agreement shall be true and correct in all material respects on and as of the date of consummation of the Offer as though made on and as of that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder date, except (within the meaning of Rule 14d-1(ei) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between for changes occurring after the date of this Agreement agreement that are specifically permitted by this agreement, including changes resulting from conduct permitted under section 5.1, and (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of that date; and Parent and SUB shall have been furnished with a certificate of HK to the Effective Time effect of the matters referred to above (and only excepting the matters referred to in items (i) and (ii) above) executed by its Chairman in form and substance satisfactory to Parent and SUB; (v) HK shall have performed and complied in all material respects with all obligations, covenants, agreements and conditions required by this agreement to be performed or complied with by it prior to or on the date of consummation of the Offer, and Parent and SUB shall have been furnished with a certificate of HK to that effect executed by its Chairman in form and substance satisfactory to Parent and SUB; (vi) Parent and/or SUB shall have obtained financing pursuant to the Financing Commitment Letter referred to in section 4.4 or other financing arrangements on terms not materially more adverse to the borrower than the terms of the Financing Commitment Letter (the "Financing Condition"); and (vii) at least 90% of the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those (the "90% Minimum Condition"). The conditions set forth above are for the sole benefit of SUB and Parent only and may be asserted by SUB and Parent regardless of the circumstances giving rise to any such condition (including the termination of this agreement by SUB or Parent) or may be waived by SUB or Parent, in Annex A hereto whole or in part at any time and 2 3 from time to time, in their sole discretion. The failure by SUB or Parent at any time to exercise any of the rights set forth in this provision shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination by SUB or Parent with respect to any of the conditions referred to (including, without limitation, the "OFFER CONDITIONS").satisfaction of such conditions) shall be final and binding on the parties. 1.2

The Offer. (a) Subject to Provided that this Agreement shall not --------- have been terminated in accordance with Section 7.1 and none of the last sentence of this Section 1.1(a)events set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable (but and in any event not later than five within ten (10) business days after the public announcement of the execution and delivery of this Agreement)date hereof, Parent will cause the Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) an offer (the Offer whereby Purchaser will offer ------------ "Offer") to purchase for cash all of the Shares at the Per Share Amounta price of $16.40 per Share, net to ----- the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to reduction for there ----------- being validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares beneficially owned by Parent or the Purchaser, represents at least a majority of the Shares outstanding on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any stock transfer taxes payable outstanding convertible securities of the Company or upon the exercise of any outstanding options, warrants or other rights granted by the seller, if payment is Company) (the "Minimum Condition") and to the other ----------------- conditions set forth in Annex A hereto. Subject to the prior satisfaction or waiver (except that the Minimum Condition may not be made to a Person other than waived) of the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement Minimum Condition and the Effective Time other conditions of the outstanding Shares shall have been changed into a different number of shares or a different classOffer set forth in Annex A, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesand subject to the Purchaser's right to extend the Offer as provided in this Section 1.1, the Per Share Amount will be correspondingly adjusted on a per-share basis Purchaser shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered pursuant to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesthe Offer as soon as it is legally permitted to do so under applicable law. The obligation obligations of Parent to cause the Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in on or prior to the expiration of the Offer and not withdrawn in accordance therewith will shall be subject to, only to the Minimum Condition and only to, those the other conditions set forth in Annex A hereto hereto. The Offer shall be made by means of an offer to purchase (the "OFFER CONDITIONSOffer to Purchase") containing the terms set forth in ----------------- this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser expressly reserves the right to modify the terms of the Offer or waive any condition to the Offer, except that the Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of Shares sought in the Offer, impose additional conditions to the Offer, or amend any other condition of the Offer in any manner adverse to the holders of the Shares without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof)., provided, however, that if on the initial scheduled -------- ------- expiration date of the Offer (as it may be extended), all condi- tions to the Offer shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the Offer, provided, further, -------- ------- that no such extension pursuant to this sentence shall extend the Offer beyond November 30, 2000 unless (i) any applicable waiting period under the HSR Act (as hereinafter defined) or any foreign antitrust, investment or competition law or regulation has not expired or terminated, or (ii) such extension is required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the --- Offer. Notwithstanding the foregoing, in no event shall the Offer be extended beyond December 31, 2000. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase, in each case without the consent of the Company. If, immediately prior to the expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer constitute more than the Minimum Condition but less than ninety percent (90%) of the outstanding Shares, the Purchaser may extend the Offer for a period not to exceed ten (10) business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer. Following expiration of the Offer, the Purchaser may, in its sole discretion, provide a subsequent offering period (a "Subsequent ---------- Offering Period") in accordance with Rule 14d-11 under the Exchange Act. ---------------

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the last sentence of this Section 1.1(a)events set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as reasonably practicable (after the date hereof, but in any no event not later than five business days after the initial public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser Purchaser's intention to commence (within the meaning of Rule 14d-2 under Offer. The Offer shall, unless extended as provided below, expire 20 business days after the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all commencement of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered in and not withdrawn prior to the expiration of the Offer and not withdrawn in accordance therewith will also shall be subject to, and only to, those to the satisfaction of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that, without the consent of Company, no change may be made which decreases the price per Share payable in the Offer, which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto or modifies such conditions, or which changes the form of consideration payable in the Offer. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the "OFFER CONDITIONS"Minimum Condition), Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. The Offer may not be extended for more than 20 days beyond its original scheduled expiration date unless any of the conditions to the Offer shall not have been satisfied; provided, however, in the event Purchaser desires to extend the Offer beyond July 31, 1997, in the event the proposed length of the extension is, in the aggregate, more than three days Company shall have the right to consent to such longer extension. Parent agrees to cause Purchaser to, and Purchaser agrees to use its reasonable best efforts to, consummate the Offer as soon as legally permissible, subject to its right to extend for 20 additional days as provided above.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with SECTION 8.1 and subject to the last sentence other provisions of this Section 1.1(a)Agreement, as promptly as practicable (but in any no event not later than five business days (5) Business Days after the date of the public announcement of by Purchaser and the execution and delivery Company of this Agreement), Parent will Acquisition Sub shall, and Purchaser shall cause Purchaser to Acquisition Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Parent Acquisition Sub to, and of Purchaser to cause Purchaser to Acquisition Sub to, commence the Offer, to consummate the Offer and to accept for payment payment, and pay for, any Shares of Company Common Stock properly tendered pursuant to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will shall be subject to, and only to, those to the conditions set forth in Annex A attached hereto (the "OFFER CONDITIONS")., any of which may be waived, in whole or in part, by Acquisition Sub, in its sole discretion. Acquisition Sub expressly reserves the right to modify the terms of the Offer in a manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Acquisition Sub shall not (i) waive or otherwise modify the Minimum Condition so as to reduce the minimum number of Shares that Acquisition Sub will accept in the Offer to an amount constituting less than fifty-one percent (51%) of the aggregate outstanding Shares (assuming the exercise of all options to purchase, and the conversion or exchange of all securities convertible or exchangeable into, Shares outstanding as of the consummation of the Offer), (ii) reduce the Per Share Amount, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) accept for payment or pay for any Shares pursuant to the Offer prior to January 4, 2000. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer if, at the scheduled or extended expiration date of the Offer, any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date (as defined in SECTION 8.1(B) hereof), (ii) 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 but, in any event, Acquisition Sub shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date, or (iii) extend the Offer for a period of up to five (5) Business Days if, on any scheduled expiration date on which the Offer Conditions shall have been satisfied or waived, the number of Shares which have been validly tendered and not withdrawn represent more than 50% of the aggregate outstanding Shares (assuming the exercise of all options to purchase, and the conversion or exchange of all securities convertible or exchangeable into Shares which are outstanding as of the consummation of the Offer), but less than 90% of the then issued and outstanding Shares. Purchaser and Acquisition Sub each agree that Acquisition Sub will not terminate the Offer between scheduled expiration dates (except in the event that this Agreement is terminated) and that, in the event that Acquisition Sub will otherwise be entitled to terminate the Offer at any scheduled expiration date thereof due to the failure of one or more of the Offer Conditions, unless this Agreement shall have been terminated, Acquisition Sub shall, and Purchaser shall cause Acquisition Sub to, extend the Offer until such date as the Offer Conditions have been satisfied or such later date as required by applicable federal securities law; provided however, that nothing herein shall require Acquisition Sub to extend the Offer beyond the Cut-Off Date (as defined in SECTION 8.1(B) hereof). Subject to the terms and conditions of the Offer in this Agreement, Acquisition Sub shall, and Purchaser shall cause Acquisition Sub to, accept for payment all Shares validly

The Offer. (a) Subject to the last sentence of Provided that this Agreement shall not have been terminated in accordance with Section 1.1(a)8.1 hereof, as promptly as practicable practical after the date hereof (but in any no event not later than five the fifth business days after day following the public announcement of the execution and delivery of this Agreementhereof), Parent will cause Purchaser the Company and Acquisition Company shall commence the Offer to commence purchase all of the issued and outstanding Shares at the Offer Price per Share. The initial expiration date for the Offer shall be the twentieth (within 20th) business day from and after the meaning date the Offer is commenced, including the date of commencement as the first business day in accordance with Rule 14d-2 under 13e-4 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act") (such initial expiration date as it may be extended in accordance with the terms of this Agreement, the "Expiration Date")), the Offer whereby Purchaser will offer to purchase for cash all . The obligations of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Company and/or Acquisition Company to accept for payment and to pay for Shares validly tendered in on or prior to the Offer Expiration Date and not withdrawn in accordance therewith will (the "Tendered Shares") shall be subject toonly to (i) there being validly tendered and not withdrawn prior to the expiration of the Offer 1,367,947 Tendered Shares consisting of at least a majority of the Shares (excluding any Shares owned by any officer, director or Affiliate of the Company, and only toShares which are issuable upon exercise of Company Options held by Option Holders and Warrants, those and upon the conversion of Convertible Debentures held by Affiliates of the Company (all such excluded Shares, the "Additional Shares")) currently outstanding (the "Minimum Condition") and (ii) the other conditions set forth in Annex A hereto hereto. The Company or Acquisition Company shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and purchase, as soon as practicable after the Expiration Date, all Shares validly tendered and not withdrawn prior to the Expiration Date. In the event that the number of Tendered Shares, plus the Additional Shares and the shares issuable upon exercise of the Acquisition Company Option, without duplication, would permit the Merger to be effected pursuant to Section 253 of the DGCL (the "OFFER CONDITIONSShort Form Condition"), all Tendered Shares shall be purchased by Acquisition Company, failing which Tendered Shares having an aggregate purchase price of $72.5 million less the purchase price of the GG Securities shall be acquired by Acquisition Company and the balance of the Tendered Shares shall be acquired by the Company upon the Offer Closing.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the last sentence of this Section 1.1(a)terms hereof, as promptly as practicable (practicable, but in any no event not later than five business days (5) Business Days after the public announcement of the execution and delivery of this Agreement)hereof by the parties, Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), the Offer whereby Purchaser will offer to purchase for cash any and all of the Shares Shares, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares tendered shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested stock options) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Parent expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer and not withdrawn (provided that, unless previously approved by the Company in accordance therewith will writing, no change may be subject tomade which (i) decreases the Offer Price, and only to(ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex A hereto to broaden the scope of such conditions, (vi) amends any other term of the Offer in a manner adverse to the holders of the Shares, (vii) extends the Offer except as provided in Section 1.1(b)), or (viii) amends the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and may be waived by Parent, in whole or in part at any time and from time to time, in its sole discretion other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right 7 which may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 9.2) will be tendered in the Offer. (b) Subject to the terms and conditions thereof, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) Business Days after the date the Offer is commenced; provided, however, that without the consent of the Company's Board of Directors, Parent may (i) from time to time extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "OFFER CONDITIONSSEC") or the staff thereof applicable to the Offer; or (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than twenty (20) Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Parent agrees that if all of the conditions to the Offer set forth on Annex A are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied prior to October 31, 1997, Parent shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Parent shall not be required to extend the Offer beyond October 31, 1997. Subject to the terms and conditions of the Offer and this Agreement, Parent shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Parent becomes obligated to accept for payment and pay for pursuant to the Offer, as promptly as practicable after the expiration of the Offer. (c) As soon as practicable on the date the Offer is commenced, Parent shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain as an exhibit or incorporate by reference the Offer to Purchase (or portions thereof) and forms of the related letter of transmittal and summary advertisement. Parent and Merger Sub agree that the Schedule 14D-1, the Offer to Purchase and all amendments or supplements thereto (which together constitute the "Offer Documents") shall comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws (as defined in Section 5.1(i)). Parent and Merger Sub further agree that the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that the information provided by the Company for inclusion or incorporation by reference in the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent agrees to provide the Company and its counsel in writing with any comments Parent or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. 1.2.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof and provided further that the Company is prepared (in accordance with Section 1.02(c)) to file the last sentence of this Section 1.1(a)Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable after the Agreement Date (but and in any event not event, subject to the Company being prepared to file the Schedule 14D-9, no later than five business days ten (10) Business Days after the date of initial public announcement of the execution and delivery of this Agreement), Merger Sub shall, and Parent will shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 under of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "EXCHANGE ACTExchange Act")), the Offer whereby Purchaser will offer to purchase for cash any and all of the outstanding Shares at the Per Share Amount, net Offer Price. The obligation of Merger Sub to accept for payment or pay for any Shares validly tendered and not properly withdrawn pursuant to the seller Offer shall be subject only to (i) the condition that there shall be validly tendered in cash accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (subject as it may be extended hereunder) and not properly withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Parent, represents at least a majority of all Fully Diluted Shares immediately prior to reduction the Share Acceptance Time (the "Minimum Condition") and (ii) the conditions set forth in Annex II and no other conditions (together with the Minimum Condition, the "Offer Conditions"). Merger Sub, or Parent on behalf of Merger Sub, expressly reserves the right to waive, in its sole discretion, in whole or in part, any of the Offer Conditions and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by the Company in writing (which approval may be granted or withheld by the Company in its sole discretion), (A) the Minimum Condition may not be waived or amended, (B) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of Company Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex II, or otherwise amends or modifies the Offer in any manner adverse to the holders of Shares, and (C) the Offer may not be extended except as set forth in this Section 1.01. Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (such time, the "Initial Expiration Date," and such time, or such subsequent time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the "Expiration Date"). Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.01, Merger Sub (i) may, in its sole discretion, without consent of the Company, without limiting Parent's or Merger Sub's obligations under the following sentence, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, for any stock transfer taxes payable period up to and including the Outside Date if on any then-scheduled Expiration Date any of the Offer Conditions have not been satisfied or waived in writing by Merger Sub (or Parent on its behalf), until such Expiration Date on which all Offer Conditions shall then be satisfied or, to the extent permitted, waived and (ii) shall extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or The NASDAQ Stock Market applicable to the Offer. Parent and Merger Sub agree that except to the extent otherwise agreed in writing by the sellerCompany prior to any then-scheduled Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, up to and including the Outside Date, if payment is to be made to a Person other than on any then-scheduled Expiration Date any of the Person Offer Conditions have not been satisfied or waived in whose name the certificate for such Shares is registered, writing by Merger Sub (or any applicable federal back-up withholdingParent on its behalf), until such Expiration Date on which all Offer Conditions shall then be satisfied or, to the extent permitted, waived; provided, however, that Merger Sub shall not be required to extend the Offer pursuant to this sentence beyond the Outside Date or after the Company delivers, or is required to deliver, to Parent may designate another direct a notice in accordance with Section 5.02 with respect to a Takeover Proposal that has been received at least ten (10) Business Days prior to the then-scheduled Expiration Date by the Company, its Subsidiaries, or indirect subsidiary any Representative of the Company, except to the extent that prior to the then-scheduled Expiration Date (i) the Takeover Proposal giving rise to such notice has been withdrawn or the Company Board has rejected the Takeover Proposal giving rise to such notice, (ii) the Company Board has reconfirmed the Board Recommendation, and (iii) the withdrawal or rejection of such Takeover Proposal or the reconfirmation of the Board Recommendation shall have been publicly announced by the Company. Following expiration of the Offer, Merger Sub (or Parent as the bidder thereunder on its behalf) may, in its sole discretion, provide a subsequent offering period or one or more extensions thereof (within the meaning a "Subsequent Offering Period") in accordance with Rule 14d-11 of Rule 14d-1(e) under the Exchange Act, if, as of the commencement of such period, there shall not have been validly tendered (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), and not properly withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of stockholders of the Company in which event references herein accordance with Section 253(a) of the DGCL. Subject to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between including the date requirements of this Agreement Rule 14d-11 of the Exchange Act, and upon the Effective Time terms and subject to the outstanding Shares shall have been changed into a different number conditions of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer Merger Sub shall, and to Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable, (1) after the Expiration Date, all Shares validly tendered and not properly withdrawn pursuant to pay for the Offer and/or (2) all Shares validly tendered in any Subsequent Offering Period. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Shares such amounts as Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Laws relating to Taxes. To the extent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding were made by Merger Sub. Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 8.01. If this Agreement is terminated pursuant to Section 8.01, Merger Sub shall, and Parent shall cause Merger Sub to, promptly, irrevocably and unconditionally terminate the Offer and shall not withdrawn acquire the Shares pursuant thereto. If the Offer is terminated by Merger Sub, or this Agreement is terminated prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance therewith will be subject towith applicable Law, and only to, those conditions set forth all tendered Shares that have not then been purchased in Annex A hereto (the "OFFER CONDITIONS")Offer to the registered holders thereof.

The Offer. (a) Subject Provided that nothing shall have occurred which would result in a failure to satisfy any of the last sentence of this Section 1.1(a)conditions set forth in ANNEX I hereto, Parent shall cause the Purchaser to and the Purchaser shall, as promptly soon as practicable (but after the date hereof, and in any event not later than five (5) business days after the public announcement of day on which the execution and delivery of this Agreement), Parent will cause Purchaser Purchaser's intention to make the Offer is announced commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) the Offer whereby Purchaser will offer to purchase for cash all of the outstanding Shares at the Per Share Amount, net . Subject to the seller Minimum Condition as defined in cash (ANNEX I and subject only to the other conditions set forth in ANNEX I, the Purchaser shall consummate the Offer as soon as legally permissible. Purchaser expressly reserves the right to waive any such condition or to increase the Per Share Amount or, subject to the provisions of this Section 1.1, to make other changes in the terms and conditions of the Offer. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the Minimum Condition, and no other conditions except those set forth in ANNEX I hereto, and shall not be amended with respect to any provision thereof set forth in such Annex or the Minimum Condition, with respect to a reduction for any stock transfer taxes payable by in the seller, if payment is price or change in the form of consideration to be made to a Person other than paid in the Person in whose name the certificate for such Shares is registeredOffer, or any applicable federal back-up withholding), with respect to an extension of the Offer (except as provided in this Section 1.1) without the consent of the Company; provided, however, that Parent Purchaser may designate another direct or indirect subsidiary of Parent as extend the bidder thereunder expiration date (within the meaning of Rule 14d-1(ex) under the Exchange Act), in which event references herein its sole discretion from time to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoingtime, if between on the initial scheduled or any extended expiration date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and Minimum Condition has not withdrawn in accordance therewith will be subject tobeen satisfied, and only to, those or any of the other conditions set forth in Annex A hereto ANNEX I shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; provided, however, that unless agreed to by the Company, any extended expiration date pursuant to this clause (x) may not be later than ninety (90) days from the date of commencement of the Offer, or one hundred twenty (120) days from such date if within such ninety (90) day period a tender offer for at least 20% of the outstanding Shares is commenced by any person who is not an affiliate (as defined under the rules promulgated pursuant to the Securities Act of 1933) of Parent or Purchaser (an "Intervening Tender Offer"), or (y) for a period not to exceed ten (10) business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, if, immediately prior to the expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer, together with the Shares subject to the Option Agreements, without duplication, equal less than 90% of the outstanding Shares and Purchaser expressly irrevocably waives any condition (other than the Minimum Condition) that subsequently may not be satisfied during such extension of the Offer, or (z) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "OFFER CONDITIONSCommission") or the staff thereof applicable to the Offer. Without limiting the right of Purchaser to extend the Offer pursuant to the provisions of this Section 1.1, in the event that (i) the Minimum Condition shall not have been satisfied or (ii) the conditions set forth in ANNEX I shall not have been satisfied or waived at the scheduled or any extended expiration date of the Offer, at the request of the Company, the Purchaser shall, and Parent shall cause Purchaser to, extend the expiration date of the Offer in increments of five (5) business days each until the earliest to occur of (x) the satisfaction or waiver of the Minimum Condition or such other condition, (y) the termination of this Agreement in accordance with its terms, and (z) ninety (90) days from commencement of the Offer or one hundred twenty (120) days from such date in the event of an Intervening Tender Offer (unless extended by agreement of the parties). The Purchaser agrees to pay for all Shares tendered pursuant to the Offer that it is obligated to purchase as promptly as practicable.

The Offer. (a) Subject to the last sentence of Provided that this Section 1.1(a), Agreement shall not have been terminated in accordance with Article VI hereof and so long as promptly as practicable (but in any event not later than five business days after the public announcement none of the execution and delivery of this Agreement), Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions events set forth in Annex A hereto (the "OFFER CONDITIONSTender Offer Conditions")) shall have occurred and are continuing, as promptly as practicable, but in no event later than the fifth business day after the date of this Agreement, Parent and Sub shall, and Parent shall cause Sub to, commence the Offer at the Offer Price. The obligations of Sub to accept for payment and to pay for any shares of Common Stock tendered shall be subject only to the Tender Offer Conditions, any of which may be waived by Parent or Sub in their sole discretion; provided, however, that Sub shall not waive the Minimum Condition (as defined in Annex A) without the prior written consent of the Company. The Tender Offer Conditions are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such Tender Offer Conditions or, except as expressly set forth herein, may be waived by Parent and Sub in whole or in part. Parent and Sub expressly reserve the right to modify the terms of the Offer, including without limitation to extend the Offer beyond any scheduled expiration date; provided; however, without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Common Stock to be purchased in the Offer, (ii) reduce the Offer Price, (iii) modify or add to the Tender Offer Conditions, (iv) change the form of consideration payable in the Offer or (v) make any other change in the terms of the Offer which is materially adverse to the holders of the Common Stock. Upon the terms and subject to the conditions of the Offer, Sub shall purchase all shares of Common Stock which are validly tendered on or prior to the expiration of the Offer and not withdrawn.

The Offer. (a) Subject to the last sentence of this Section 1.1(a), as As promptly as reasonably practicable (but and, in any event not later than five business days event, within ten (10) Business Days) after the public announcement of the execution and delivery date of this Agreement), Acquisition Sub shall, and Parent will shall cause Purchaser to commence (Acquisition Sub to, commence, within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act Act, the Offer. The obligations of 1934Acquisition Sub to, as amended and of Parent to cause Acquisition Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Annex I (the "EXCHANGE ACT"“Offer Conditions”). The Offer shall initially expire at 11:59 p.m. (New York City time) on the later of (x) the date twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) and (y) the fifth (5th) Business Day following the expiration of the Go-Shop Period. Acquisition Sub expressly reserves the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the consent of the Company, Acquisition Sub shall not, and Parent shall not permit Acquisition Sub to, (i) reduce the number of shares of Company 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 Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of Company Common Stock, (v) except as expressly provided in this Section 2.1(a), 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 whereby Purchaser will offer in any manner adverse to purchase for cash all any holder of Company Common Stock or (viii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Notwithstanding any other provision of this Agreement to the contrary, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, (i) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days (or such longer period as the parties hereto may agree) each, if, at any then-scheduled expiration of the Shares at the Per Share AmountOffer, net to the seller in cash any Offer Condition (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name Minimum Tender Condition) shall not have been satisfied or waived, until such time as each such condition shall have been satisfied or waived and (ii) extend the certificate Offer for such Shares is registeredthe minimum period required by any rule, regulation, interpretation or any position of the SEC or the staff thereof applicable federal back-up withholding), to the Offer; provided, however, that Parent may designate another direct or indirect subsidiary of Parent as Acquisition Sub shall not be required to extend the bidder thereunder (within Offer beyond the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableTermination Date. Notwithstanding the foregoing, if between the date any other provision of this Agreement and to the Effective Time contrary, if, at any then-scheduled expiration of the outstanding Shares Offer, each Offer Condition (other than the Minimum Tender Condition) shall have been changed into a different satisfied or waived and the Minimum Tender Condition shall not have been satisfied, then Acquisition Sub may and, if requested by the Company, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, extend the Offer by increments of five (5) Business Days; provided, however, that the maximum number of days that the Offer may be extended pursuant to this sentence shall be twenty (20) Business Days unless requested or approved by the Company; provided, further, that Acquisition Sub shall not be required to extend the Offer beyond the Termination Date. Upon the terms and subject to the conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment, and pay for, all shares or a different classof Company Common Stock that Acquisition Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer. Payment of shares of Company Common Stock by Acquisition Sub pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.1(a)), by reason unless this Agreement is validly terminated in accordance with Section 8.1. If (i) at any then-scheduled expiration of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate (x) each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived, (y) the Minimum Tender Condition shall not have been satisfied and (z) no further extensions or re-extensions of the Offer are permitted or required pursuant to this Section 2.1(a) or (ii) this Agreement is terminated pursuant to Section 8.1, then, in each case, Acquisition Sub shall promptly (and, in any event, within twenty four (24) hours of such termination), irrevocably and to accept for payment and to pay for Shares validly tendered in unconditionally terminate the Offer. The termination of the Offer pursuant to clause (i) of the immediately preceding sentence is referred to in this Agreement as the “Offer Termination,” and not the date on which the Offer Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Acquisition Sub, or this Agreement is terminated in accordance therewith will be subject towith Section 8.1, Acquisition Sub shall promptly return, and only toshall cause any depository acting on behalf of Acquisition Sub to return, those conditions set forth in Annex A hereto (all tendered shares of Company Common Stock to the "OFFER CONDITIONS")registered holders thereof.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the last sentence of this Section 1.1(a)terms hereof, as promptly as practicable (practicable, but in any no event not later than five ten business days after the public announcement of the execution date hereof, Merger Sub shall (and delivery of this Agreement), Parent will shall cause Purchaser to Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash any and all of the Shares Shares, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Merger Sub to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that each of (A) a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 6.8(a)) and unvested Company Stock Options that vest prior to the End Date (as defined in Section 8.1, but excluding any Shares held by the Company or any of its subsidiaries) and (B) a majority of those Shares not held by persons who have executed Company Tender and Voting Agreements be validly tendered (but excluding any Shares held by Parent, Merger Sub or their respective affiliates) (collectively, the "MINIMUM CONDITION"), and (ii) the other conditions set forth in Annex A. Merger Sub expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by the Company in writing, no change may be made that (i) decreases the Offer and not withdrawn Price, (ii) changes the form of consideration to be paid in accordance therewith will the Offer, (iii) reduces the maximum number of Shares to be subject topurchased in the Offer, and only to, those (iv) imposes any other conditions to the Offer or amends the conditions set forth in Annex A hereto to broaden the scope of such conditions, (v) extends the "OFFER CONDITIONS"Offer except as provided in Section 1.1(b), (vi) amends or waives the Minimum Condition or (vii) amends any other terms of the Offer in a manner adverse to the holders of the Shares. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or any of its subsidiaries will be tendered in the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been --------- terminated in accordance with Article VI hereof and so long as none of the last sentence of this Section 1.1(a)events set forth in Annex A hereto (the "Tender Offer Conditions") shall have ------- occurred and be continuing, as promptly as practicable (practicable, but in any no event not later than five business days the fifth Business Day (as defined in Section 6.14 hereof) after the public announcement of the execution and delivery date of this Agreement), Sub shall, and Parent will shall cause Purchaser to Sub to, commence (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation obligations of Sub to, and of Parent to cause Purchaser to commence the OfferSub to, to consummate the Offer and to accept for payment and to pay for Shares validly any shares of Common Stock (and associated Rights) tendered shall be subject only to the Tender Offer Conditions, any of which may be waived by Parent or Sub; provided, that the Minimum Condition (as defined in Annex A hereto) may not be waived by Parent or Sub without the prior written ------- consent of the Company. Sub expressly reserves the right to modify the terms of the Offer; provided, that, without the consent of the Company, neither Parent nor Sub shall (i) reduce the number of shares of Common Stock to be purchased in the Offer, (ii) reduce the Offer Price, (iii) add to the Tender Offer Conditions, (iv) modify the Tender Offer Conditions or any other term or condition of the Offer in a manner that is adverse to the holders of Common Stock, (v) change the form of consideration payable in the Offer or (vi) except as provided in the last two sentences of this subsection (a), extend the Offer beyond any scheduled expiration date. Parent and Sub covenant and agree that, on the terms and subject to the conditions of this Agreement, including, but not withdrawn in accordance therewith will be subject limited to, the Tender Offer Conditions and only tothe last sentence of this Section 1.01(a), those conditions unless the Company otherwise consents in writing, Sub will accept for payment and pay for the Common Stock (and associated Rights) as soon as (but in any event within one Business Day after the Offer terminates) it is permitted to do so under applicable law. Parent and Sub agree that if Sub is unable to consummate the Offer on the initial scheduled expiration date due to the failure of the Tender Offer Conditions set forth in the first sentence of Annex A hereto to be ------- satisfied or waived, Sub shall, unless this Agreement has been terminated in accordance with its terms, extend the Offer and set a subsequent scheduled expiration date, and shall continue to so extend the Offer and set subsequent scheduled expiration dates, until the termination of this Agreement in accordance with its terms; provided, that any such extended expiration date shall not be later than the earlier of (x) 20 Business Days following the "OFFER CONDITIONS")previously scheduled expiration date and (y) the date on which Sub reasonably believes that all Tender Offer Conditions will be satisfied or waived.

The Offer. (a) Subject to the last sentence of Provided that this Section 1.1(a)Agreement shall not have been terminated in accordance with Article VIII, as promptly as practicable (but and in any event not later than five business days on or before September 18, 2015) after the public announcement of the execution date hereof, Acquisition Sub shall (and delivery of this Agreement)Parent shall cause Acquisition Sub to) commence, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"))Act, the Offer whereby Purchaser will offer to purchase for cash all of the Shares outstanding Common Stock at the Per Share Amount, net a price per share equal to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation consummation of Parent to cause Purchaser to commence the Offer, to consummate and the Offer and obligation of Acquisition Sub to accept for payment and to pay for Shares any shares of Common Stock tendered pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, together with the number of shares of Common Stock (if any) then owned by Parent or its subsidiaries, represents a majority of the shares of Common Stock then outstanding (determined on a fully diluted basis as described below) (collectively, the "Minimum Condition"); (ii) this Agreement not having been terminated in accordance therewith will be subject towith its terms (the "Termination Condition"); and (iii) the satisfaction, or waiver by Parent or Acquisition Sub, of the other conditions and only to, those conditions requirements set forth in Annex A hereto I (together with the Minimum Condition and the Termination Condition, the "OFFER CONDITIONSOffer Conditions"). For purposes of determining whether the Minimum Condition has been satisfied, the number of shares of Common Stock outstanding on a fully diluted basis shall be the number of shares of Common Stock issued and outstanding plus the number of shares of Common Stock which the Company would be required to issue pursuant to any then outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into shares of Common Stock or otherwise, but only to the extent so exercisable, convertible or exchangeable prior to consummation of the Merger or exercisable, convertible or exchangeable as a result of the consummation of the Offer or the Merger.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article IX and none of the last sentence of this Section 1.1(a)events set forth in ANNEX A shall have occurred and be existing, as promptly as reasonably practicable (but in any no event not later than five business days after from the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), Act) the Offer whereby Purchaser will offer to purchase for cash acquire all of the outstanding Shares at the Per Share Amounta price of $13.00 per Share, net to the seller in cash (cash, subject to reduction for any stock transfer taxes payable by the sellerapplicable withholding of taxes, if payment is to be made to a Person other than the Person in whose name the certificate for without interest (such Shares is registeredprice, or any applicable federal back-up withholding), provided, however, that Parent such higher price per Share as may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), be paid in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, being referred to herein as the "OFFER PRICE"). Subject to (i) the satisfaction of the Minimum Condition and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A, Purchaser shall consummate the Offer in accordance with its terms and to promptly accept for payment and to pay for Shares validly tendered in pursuant to the Offer and not withdrawn in accordance therewith will as soon as Purchaser is legally permitted to do so under applicable law. The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") and shall be subject to, to the Minimum Condition and only to, those the other conditions set forth in Annex ANNEX A hereto hereto, and shall reflect, as appropriate, the other terms set forth in this Agreement. Parent and Purchaser expressly reserve the right, in their sole discretion, subject to compliance with the Exchange Act and the terms of this Agreement, to waive any such condition and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that Parent and Purchaser shall not (i) amend or waive the Minimum Condition, (ii) decrease the Offer Price, (iii) decrease the maximum number of Shares to be purchased in the Offer, (iv) waive or satisfy the Financing Condition (as defined herein) unless the representation set forth in Section 5.04 shall be true and correct, or (v) amend any other term or condition of the Offer in any manner or impose any term or condition that is adverse to the holders of the Shares without the written consent of the Company executed by the Chief Executive Officer of the Company stating that it was authorized by the Company Board or a duly authorized committee thereof. Notwithstanding any other provision hereof, Parent and Purchaser expressly reserve the right (but will have no obligation to), in their sole discretion, subject to compliance with the Exchange Act and the terms of this Agreement, to waive the Financing Condition. Unless otherwise stated, all references in this Agreement to Company Common Stock and Shares shall be deemed to include the associated preferred stock purchase rights (the "OFFER CONDITIONSRIGHTS")) issued pursuant to the Rights Agreement.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof and none of the last sentence events set forth in clause (iii) of this Section 1.1(aAnnex A hereto shall have occurred and be continuing, the Purchaser shall (and Parent shall cause the Purchaser to), as promptly as reasonably practicable (but and in any event not later than five business days within ten (10) Business Days after the public announcement of the execution and delivery of this Agreement)date hereof, Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) an offer (the Offer whereby Purchaser will offer "Offer") to purchase for cash all of the Shares at the Per Share Amounta price of $13.37 per Share, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registeredprice, or any applicable federal back-up withholding), provided, however, that Parent such higher price per Share as may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), be paid in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, being referred to herein as the "Offer Price"). Subject to the condition that the holders of Shares have validly tendered and not withdrawn prior to the expiration of the Offer a number of Shares which, together with the Shares beneficially owned by Parent or the Purchaser, represents at least a majority of the outstanding Shares, determined on a fully diluted basis (the "Minimum Condition"), and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be amended or waived) of the other conditions of the Offer set forth in Annex A, the Purchaser shall (and Parent shall cause the Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for Shares tendered pursuant to the Offer as soon as it is legally permitted to do so under applicable law. The obligations of the Purchaser to consummate the Offer and to accept for payment and to pay for all Shares validly tendered in on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not decrease the Offer Price, change the consideration payable, impose additional conditions to the Offer, decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof). The Offer Price may be increased, and, in connection therewith, the Offer may be extended, to the extent required by applicable federal securities laws, in each case without the consent of the Company. The Offer shall expire at 12:00 midnight (New York City time) on the twentieth business day (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (determined using Rule 14d-2 under the Exchange Act) (such date, the "Initial Expiration Date"), unless extended in accordance therewith will be subject towith this Section 1.1 (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended, the "Expiration Date"). Except for any period required by any rule, regulation, interpretation or position of the United States Securities and only toExchange Commission (the "SEC") applicable to the Offer, those or as set forth below, the Purchaser shall not extend the Offer beyond the Initial Expiration Date if all of the conditions set forth in Annex A hereto have been satisfied or waived as of the Initial Expiration Date and Purchaser is permitted under applicable law to accept for payment and pay for tendered Shares. Notwithstanding anything contained in this subsection (a), Purchaser may, in its sole discretion, extend the "OFFER CONDITIONS"Offer one or more times at any time and from time to time, for an aggregate period of not more than twenty (20) Business Days if, at the then-scheduled Expiration Date, any of the conditions set forth in Annex A hereto shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; provided that any extension shall be in increments of not more than ten (10) Business Days (unless a longer period of time is agreed to by the Company in writing, such agreement not to be unreasonably withheld). Additionally, if the Minimum Condition has been satisfied and all other conditions set forth in Annex A hereto are satisfied or waived, and Shares have been accepted for payment, but the number of Shares tendered and not withdrawn pursuant to the Offer, together with any other Shares owned of record by Purchaser or its Affiliates, is less than 90% of the then outstanding Shares on a fully diluted basis, the Purchaser may extend the Offer in accordance with Rule 14d-11 under the Exchange Act.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the last sentence of this Section 1.1(a)terms hereof, as promptly as practicable (practicable, but in any no event not later than five business days (5) Business Days after the public announcement of the execution and delivery of this Agreement)hereof by the parties, Parent will cause Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) ,the Offer whereby Purchaser will offer to purchase for cash any and all of the Shares Shares, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for any Shares tendered shall be subject only to (i) the condition that at least a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested stock options) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Parent expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer and not withdrawn (provided that, unless previously approved by the Company in accordance therewith will writing, no change may be subject tomade which (i) decreases the Offer Price, and only to(ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex A hereto to broaden the scope of such conditions, (vi) amends any other term of the Offer in a manner adverse to the holders of the Shares, (vii) extends the Offer except as provided in Section 1.1(b)), or (viii) amends the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and may be waived by Parent, in whole or in part at any time and from time to time, in its sole discretion other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 9.2) will be tendered in the Offer. (b) Subject to the terms and conditions thereof, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) Business Days after the date the Offer is commenced; provided, 7 however, that without the consent of the Company's Board of Directors, Parent may (i) from time to time extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "OFFER CONDITIONSSEC") or the staff thereof applicable to the Offer; or (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than twenty (20) Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Parent agrees that if all of the conditions to the Offer set forth on Annex A are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied prior to October 31, 1997, Parent shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Parent shall not be required to extend the Offer beyond October 31, 1997. Subject to the terms and conditions of the Offer and this Agreement, Parent shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Parent becomes obligated to accept for payment and pay for pursuant to the Offer, as promptly as practicable after the expiration of the Offer. (c) As soon as practicable on the date the Offer is commenced, Parent shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain as an exhibit or incorporate by reference the Offer to Purchase (or portions thereof) and forms of the related letter of transmittal and summary advertisement. Parent and Merger Sub agree that the Schedule 14D-1, the Offer to Purchase and all amendments or supplements thereto (which together constitute the "Offer Documents") shall comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws (as defined in Section 5.1(i)). Parent and Merger Sub further agree that the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that the information provided by the Company for inclusion or incorporation by reference in the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent agrees to provide the Company and its counsel in writing with any comments Parent or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. 1.2.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and that none of the last sentence of this Section 1.1(aevents set forth in Exhibit A hereto shall have occurred or be existing (unless such event shall have been waived by Acquisition Sub), Acquiror shall cause Acquisition Sub to commence, and Acquisition Sub shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable (after the date hereof, but in any no event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser Acquisition Sub's intention to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (within i) the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended condition (the "EXCHANGE ACTMinimum Condition") that at least the number of Shares that constitute a majority of the then outstanding Shares (determined on a fully-diluted basis (as defined herein)) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver, in whole or in part by Acquisition Sub in its sole discretion, of the other conditions set forth in Exhibit A hereto. Acquisition Sub expressly reserves the right to waive any such condition (other than the Minimum Condition), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at increase the Per Share Amount, and to make any other changes in the terms and conditions of the Offer; except that (notwithstanding Section 8.03), without the consent of Target, no change may be made by Acquisition Sub which (A) decreases the Per Share Amount (or changes the form of consideration to be paid in the Offer), (B) reduces the maximum number of Shares to be purchased in the Offer, (C) adds to or modifies the conditions to the Offer set forth in Exhibit A hereto, or (D) extends, amends or changes any other terms of the Offer in any manner materially adverse to the holders of Shares. Notwithstanding the foregoing sentence, Acquisition Sub may, without the consent of Target, (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Acquisition Sub's obligations to purchase the Shares have not been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer from time to time for up to a maximum of an aggregate of 15 business days beyond the latest expiration date that would otherwise be permitted in this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares, and/or (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law. Notwithstanding the foregoing, (x) the Offer may not, without Target's prior written consent, be extended beyond the date of termination of this Agreement pursuant to Section 8.01 and (y) the Offer may not, without Target's prior written consent, be extended pursuant to clause (i), above, if the failure to satisfy any condition was caused by a material breach by Acquiror or Acquisition Sub of any of their representations, warranties, covenants or agreements set forth in this Agreement. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash (cash, without interest thereon, upon the terms and subject to reduction for any stock transfer taxes payable by the sellerconditions of the Offer. Subject to the terms and conditions of the Offer (including, if payment is to be made to a Person other than without limitation, the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholdingMinimum Condition), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiaryAcquisition Sub shall accept for payment and pay, as applicable. Notwithstanding promptly as practicable after expiration of the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer, the Per Share Amount will be correspondingly adjusted on a perfor all Shares validly tendered and not withdrawn. Acquisition Sub may, at any time, transfer or assign to one or more corporations directly or indirectly wholly-share basis owned by Acquiror the right to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination purchase all or exchange any portion of shares. The obligation of Parent the Shares tendered pursuant to cause Purchaser to commence the Offer, to consummate but any such transfer or assignment shall not relieve Acquisition Sub of its obligations under the Offer and or prejudice the rights of tendering stockholders to accept for receive payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will accepted for payment. Acquiror shall provide or cause to be subject toprovided to Acquisition Sub on a timely basis all funds necessary to accept for payment, and only topay for, those conditions set forth in Annex A hereto (all Shares that Acquisition Sub becomes obligated to accept for payment, and pay for, pursuant to the "OFFER CONDITIONS")Offer.

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(a)Agreement, as promptly as practicable (but in any no event not later than five business days after the public announcement of the execution and delivery date of this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the terms and conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, subject to limitations imposed by applicable law). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) increase the percentage of outstanding shares of Common Stock required to be tendered pursuant to the Minimum Tender Condition (as defined in Exhibit A), Parent will cause Purchaser (ii) reduce the number of shares of Common Stock subject to commence the Offer, (within iii) reduce the meaning price per share of Rule 14d-2 under Common Stock to be paid pursuant to the Securities Exchange Act of 1934Offer, (iv) modify or add to the conditions set forth in Exhibit A, (v) except as amended (provided in the "EXCHANGE ACT"))following sentence, extend the Offer whereby Purchaser will offer to purchase for cash all or (vi) change the form of consideration payable in the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (u) extend the Offer for a period of not more than 20 business days beyond the date on which the Offer would otherwise expire if between on the date of this Agreement such extension any of the conditions to Sub's obligation to purchase shares of Common Stock shall not be satisfied, until such time as such conditions are satisfied or waived (other than an extension in order to obtain financing pursuant to the Financing Condition (as defined in Exhibit A) for which an extension may be made only pursuant to clause (x) below), (w) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the Effective Time "SEC") or the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis staff thereof applicable to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate (x) extend the Offer through and including October 14, 1998 solely in order to accept obtain financing pursuant to the Financing Condition, and (y) extend the Offer for payment any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (u) or (w) of this sentence. Subject to the terms and to conditions of the Offer, Sub shall, and Parent shall cause Sub to, pay for Shares all shares of Common Stock validly tendered in the Offer and not withdrawn in accordance therewith will be subject topursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")but no later than as required by applicable law.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article IX and provided that none of the last sentence of this Section 1.1(a)events set forth in Annex I hereto shall have occurred or be continuing, unless otherwise agreed by Parent and the Company, as promptly soon as practicable (but in any event not later than five business days after the public announcement of the execution and delivery of this Agreement), Parent will shall cause Purchaser Merger Sub to commence (within the meaning Offer to exchange all of Rule 14d-2 under the Securities Exchange Act outstanding shares of 1934, as amended Company Common Stock for the right to receive from Merger Sub pursuant to the Offer 0.3333 fully paid and nonassessable shares of Parent Common Stock for each share of Company Common Stock (the "EXCHANGE ACTExchange Ratio"). The Offer shall be subject only to (1) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration of the Offer, and not withdrawn, at least a number of shares of Company Common Stock that represents a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis (the "Minimum Condition") and (2) the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that no change may be made that changes the form of consideration payable in the Offer, decreases the consideration payable in the Offer, reduces the maximum number of shares of Company Common Stock to be purchased in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I or makes any other change which is adverse to the holders of Company Common Stock. Notwithstanding the foregoing, and subject to Section 10.01(d), without the consent of the Company, Merger Sub shall have the right to extend the Offer whereby Purchaser will offer (i) beyond the scheduled expiration date, which shall initially be 20 business days following the commencement of the Offer (the "Initial Expiration Date"), if, at the Initial Expiration Date or any extension thereof, any of the conditions to purchase the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived, (ii) for cash any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law or (iii) for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the Shares at the Per Share Amount, net conditions to the seller in cash (subject Offer have been satisfied or waived, but the number of shares of Company Common Stock validly tendered and not withdrawn pursuant to reduction for any stock transfer taxes payable by the sellerOffer equals more than 50%, if payment but less than 90%, of the outstanding shares of Company Common Stock on a Fully Diluted Basis. In the event that Merger Sub is unable to consummate the Offer on the Initial Expiration Date due to the failure of the Minimum Condition to be made satisfied, Parent shall cause Merger Sub to, unless this Agreement is terminated pursuant to a Person other than Article X, extend the Person in whose name Offer on one or more occasions and set subsequent scheduled expiration dates until the certificate for such Shares is registered, or any applicable federal back-up withholding), Minimum Condition has been satisfied; provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references nothing contained herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of require Parent to cause Purchaser Merger Sub to commence extend the Offer for more than, in the aggregate, 15 business days after the Initial Expiration Date. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, to consummate the Offer and Parent shall cause Merger Sub to accept for payment and to pay for Shares for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (pursuant to the "OFFER CONDITIONS")Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the last sentence of this Section 1.1(a)conditions set forth in Annex I hereto, as promptly as practicable (after the date hereof, but in any no event not later than five U.S. business days after following the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended an offer (the "EXCHANGE ACTOffer")), the Offer whereby Purchaser will offer ) to purchase for cash (i) all of the Common Shares at a price of $28.00 per Common Share ("Common Share Price") and (ii) all of the Per Preferred Shares at a price equal to the Common Share AmountPrice times 326.531 per Preferred Share, in each case, net to the seller in cash (cash. The Offer shall be subject to reduction for any stock transfer taxes payable by the seller, if payment is to condition that there shall be made to a Person other than validly tendered in accordance with the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary terms of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, prior to consummate the Offer and to accept for payment and to pay for Shares validly tendered in expiration date of the Offer and not withdrawn in accordance therewith will be subject towithdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "Minimum Condition") and only to, those to the other conditions set forth in Annex A hereto (I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS"right to waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in Section 10.01(b)(i).. Subject to the foregoing and to the terms and conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as

The Offer. (a) Subject to the last sentence provisions of this Agreement and this Agreement not having been terminated in accordance with Section 1.1(a)7.1, as promptly as practicable (after the date hereof, but in any no event not later than five business days after ten (10) Business Days following the public announcement of the execution and delivery of this Agreement in accordance with the terms of this Agreement), Parent will cause and Purchaser to shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACTExchange Act"))) the Offer to exchange all of the outstanding shares of Company Common Stock for the right to receive from Purchaser, for each Share validly tendered and not withdrawn, the Offer whereby Purchaser will offer to purchase for cash all Price payable in an amount of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller"Cash Consideration") and a number of validly issued, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary fully paid and nonassessable shares of Parent as Common Stock (the bidder thereunder "Stock Consideration") in each case determined in accordance with Annex II hereof (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement cash amount and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesParent Common Stock, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares"Offer Consideration"). The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment payment, and pay for, Shares tendered pursuant to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will shall be subject to, and only to, those to the conditions set forth in Annex A I hereto (the "OFFER CONDITIONSOffer Conditions").) (any or all of which may be waived in whole or in part by Purchaser in its sole discretion other than the Minimum Condition, as defined below, or any Parent Stock Condition, as defined in Annex I hereto) and to the terms and conditions of this Agreement. The initial scheduled expiration date of the Offer shall be twenty (20) Business Days after the Offer is commenced. As used herein, the term "

The Offer. (a) Subject to the last sentence provisions of this Section 1.1(a)Agreement, as promptly as practicable (but in any no event not later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, amend the Existing Offer to reflect the Offer Price and to make such other amendments as are necessary to conform the Existing Offer to this Agreement. The obligation of Sub to, and of Parent to cause Sub to, amend the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (the "Offer Conditions") and to the terms and conditions of this Agreement, including the Merger Option (as defined herein) (any of which may be waived in whole or in part by Sub in its sole discretion, except that Sub shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the execution and delivery Company). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), Parent will cause Purchaser to commence (within iv) except as provided in the meaning of Rule 14d-2 under the Securities Exchange Act of 1934next sentence, as amended (the "EXCHANGE ACT")), extend the Offer whereby Purchaser will offer to purchase for cash all or (v) change the form of consideration payable in the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableOffer. Notwithstanding the foregoing, if between Sub may, without the date consent of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different classCompany, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to consummate the Offer and to accept for payment and to pay for Shares validly tendered in (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition or the HSR Condition (as defined in Exhibit A) shall not withdrawn in accordance therewith will be subject to, have been satisfied and only to, those none of the conditions set forth in Annex paragraphs (a), (b), (c), (d), (e), (f), (g) or (h) of Exhibit A hereto shall exist, at therequest of the Company (confirmed in writing), Sub shall extend the "OFFER CONDITIONS")Offer from time to time, subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to the last sentence conditions of this Section 1.1(a)Agreement, as promptly as reasonably practicable (but in any event not later than five business days after the public announcement of the execution and delivery date of this Agreement), Sub shall, and Parent will shall cause Purchaser to Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACTExchange Act")), an offer (the Offer whereby Purchaser will offer to purchase "Offer") for cash all the outstanding shares of common stock, no par value, of the Shares Company (the "Company Common Stock") at a price per share of the Per Share AmountCompany Common Stock of $18.85, net to the each seller in cash (the "Offer Price"). The obligations of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the satisfaction or waiver by Sub of the conditions set forth in Exhibit A. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of shares of the Company Common Stock subject to reduction for the Offer, (ii) reduce the Offer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A, modify any stock transfer taxes condition set forth in Exhibit A or amend any term of the Offer set forth in this Agreement, in each case, in any manner adverse to the holders of the Company Common Stock or (v) change the form of consideration payable in the Offer (other than by adding consideration). Notwithstanding the sellerforegoing, Sub (i) shall extend the Offer, if payment is to be made to a Person at the scheduled expiration date of the Offer any of the conditions set forth in Exhibit A (other than the Person in whose name the certificate for such Shares is registered, Minimum Tender Condition or any applicable federal back-up withholdingcondition (d), provided(e) or (h)) to Sub's obligation to purchase shares of the Company Common Stock are not satisfied or waived, howeveruntil such time as such conditions are satisfied or waived but in no event later than September 30, that Parent may designate another direct 2002, and (ii) may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or indirect subsidiary position of Parent the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. In addition, if, at the scheduled or extended expiration date of the Offer, all the conditions to the Offer have been satisfied or waived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the outstanding Company Common Stock, without the consent of the Company, Sub shall (subject to applicable law) have the right to provide for a "subsequent offering period" (as the bidder thereunder (within the meaning of contemplated by Rule 14d-1(e) 14d-11 under the Exchange Act), in which event references herein for up to Purchaser will be deemed 20 business days after Sub's acceptance for payment of the shares of Company Common Stock then tendered and not withdrawn pursuant to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, . On the terms and subject to consummate the conditions of the Offer and to accept for payment this Agreement, Sub shall, and to Parent shall cause Sub to, pay for Shares all shares of the Company Common Stock validly tendered in the Offer and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer or (in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof.

The Offer. (a) Subject to the last sentence conditions of this Section 1.1(a)Agreement, as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery date of this Agreement), Sub shall, and Parent will shall cause Purchaser to Sub to, commence (the Offer within the meaning of Rule the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") to purchase for cash all of the shares of Company Common Stock at a price of $4.00 per share, net to seller in cash (such price, or such higher price as may be paid in the Offer, being referred to herein as the "OFFER PRICE"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject 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 Rules 14d-1(g)(3) and 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), . Sub expressly reserves the right to waive any condition to the Offer whereby Purchaser will offer to purchase for cash all or modify the terms of the Shares at Offer, except that, without the Per Share Amountconsent of the Company, net Sub shall not and Parent shall not permit Sub to (i) reduce the number of shares of Company Common Stock subject to the seller in cash Offer, (subject to reduction for any stock transfer taxes payable by ii) reduce the seller, if payment is price per share of Company Common Stock to be made paid pursuant to a Person other than the Person Offer, (iii) waive or change the Minimum Tender Condition (as defined in whose name the certificate for such Shares is registered, or any applicable federal back-up withholdingExhibit A), provided(iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, however(v) except as provided in the next sentence, that Parent may designate another direct extend the Offer or indirect subsidiary (vi) change the form of Parent as consideration payable in the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicableOffer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer for the shortest time periods which are necessary, but in no event more than an additional 60 days, in one or more periods of not more than five business days, if between Parent and Sub are not in material breach of the Agreement and if any of the conditions to the Offer are not satisfied or waived and such conditions are reasonably capable of being satisfied, (B) 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 (C) if at the scheduled or any extended expiration date of the Offer less than 80% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. In addition, Sub may make available a "subsequent offering period" for up to 20 days in accordance with Rule 14d-11 of the Exchange Act. In the event that the Minimum Tender Condition has not been satisfied or waived at the scheduled expiration date of the Offer, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of such condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and (z) the Effective Time Outside Date. On the outstanding Shares shall have been changed into a different number terms and subject to the conditions of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to this Agreement, Sub shall accept for payment and to pay for Shares all shares of Company Common Stock validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (pursuant to the "OFFER CONDITIONS")Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the last sentence of this Section 1.1(aevents set forth in Annex A hereto shall have occurred or be existing (and shall not have been waived by Purchaser), Purchaser shall commence the Offer as promptly as reasonably practicable (after the date hereof, but in any no event not later than five business days after the initial public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser Purchaser's intention to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares tendered pursuant to the Offer shall be subject to the condition (the "MINIMUM CONDITION") that a number of Shares that, when added to the Shares already owned by Parent, shall constitute at least a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any outstanding convertible securities or upon the exercise of any outstanding options, warrants or rights (other than the Company Rights)) shall have been validly tendered in and not withdrawn prior to the expiration of the Offer and not withdrawn in accordance therewith will also shall be subject to, and only to, those to the satisfaction or waiver of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that no change may be made which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, modifies the conditions to the Offer set forth in Annex A hereto or imposes conditions to the Offer other than those set forth in Annex A hereto or, except as provided in the next sentence, extends the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "OFFER CONDITIONSSEC")) or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 5 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 80 percent or more, but less than 90 percent, of the outstanding Shares. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer, Purchaser shall, and Parent shall cause Purchaser to, promptly after expiration of the Offer, accept for payment and pay for all Shares validly tendered and not withdrawn.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated and subject to the last sentence of this Section 1.1(a)terms hereof, as promptly as practicable (practicable, but in any no event not later than five ten business days after the public announcement of the execution date hereof, Merger Sub shall (and delivery of this Agreement), Parent will shall cause Purchaser to Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), the Offer whereby Purchaser will offer to purchase for cash any and all of the Shares Shares, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and Merger Sub to accept for payment and to pay for any Shares tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Shares tendered) shall be subject only to (i) the condition that each of (A) a majority of Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested Company Stock Options (as defined in Section 6.8(a)) and unvested Company Stock Options that vest prior to the End Date (as defined in Section 8.1, but excluding any Shares held by the Company or any of its subsidiaries) and (B) a majority of those Shares not held by persons who have executed Company Tender and Voting Agreements be validly tendered (but excluding any Shares held by Parent, Merger Sub or their respective affiliates) (collectively, the "Minimum Condition"), and (ii) the other conditions set forth in Annex A. Merger Sub expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved by -------- ------- the Company in writing, no change may be made that (i) decreases the Offer and not withdrawn Price, (ii) changes the form of consideration to be paid in accordance therewith will the Offer, (iii) reduces the maximum number of Shares to be subject topurchased in the Offer, and only to, those (iv) imposes any other conditions to the Offer or amends the conditions set forth in Annex A hereto to broaden the scope of such conditions, (v) extends the "OFFER CONDITIONS"Offer except as provided in Section 1.1(b), (vi) amends or waives the Minimum Condition or (vii) amends any other terms of the Offer in a manner adverse to the holders of the Shares. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub, in whole or in part at any time and from time to time, in their sole discretion, other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent and Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or any of its subsidiaries will be tendered in the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII and the last sentence conditions set forth in clauses (c)(i), (ii), (iii) and (iv)(1), (iv)(2), (iv)(3) and (iv)(4) of this Section 1.1(a)Exhibit A hereto shall have been satisfied, as promptly as practicable (but reasonably practicable, and in any event not later than five business days after by November 13, 2018 (or such other date as agreed to in writing by Parent and the public announcement of the execution and delivery of this AgreementCompany), Merger Sub shall, and Parent will shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 14d‑2 under the Securities Exchange Act of 1934, as amended (including the "EXCHANGE ACT"))rules and regulations promulgated thereunder, the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the “Exchange Act”), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding ) the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation obligations of Merger Sub, and of Parent to cause Purchaser to commence the OfferMerger Sub, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, to (i) the satisfaction of the Minimum Condition (as defined in Exhibit A hereto) and only to, those (ii) the satisfaction or waiver by Merger Sub of each of the other conditions set forth in Annex Exhibit A hereto (together with the "OFFER CONDITIONS"Minimum Condition, the “Offer Conditions”) and the terms and conditions hereof. Merger Sub expressly reserves the right, in its sole discretion, to (A) increase the Offer Price, (B) waive any Offer Condition other than the Minimum Condition, or (C) modify any of the other terms or conditions of the Offer, except that, unless otherwise provided by this Agreement, without the written consent of the Company, Merger Sub shall not (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding consideration), (3) add to the Offer Conditions, (4) reduce the number of Shares subject to the offer, (5) extend the expiration of the Offer except as required or permitted by Section 1.1(b), or (6) modify any Offer Condition (other than the Minimum Condition) or any term of the Offer (other than the terms that may not be modified pursuant to subsection (C) of this Section 1.1(a)) set forth in this Agreement in a manner adverse to the holders of Shares. In addition, the parties hereby agree that the Minimum Condition may not be amended or waived by either Parent or Merger Sub, on the one hand, or the Company, on the other hand.

The Offer. (a) Subject to Provided that this Agreement has not been terminated in accordance with SECTION 8.1 and none of the last sentence of this Section 1.1(a)events or facts set forth in ANNEX II hereto shall have occurred or be existing, Purchaser will commence the Offer as promptly as reasonably practicable (after the date hereof, but in any no event not later than five business days after the initial public announcement of Purchaser's intention to commence the execution Offer. The obligation of Purchaser to commence the Offer and delivery accept for payment, and pay for, any Common Shares tendered pursuant to the Offer will be subject to (i) the condition (the "MINIMUM CONDITION") that at least the number of Common Shares that when added to the Common Shares already owned by TDS and Purchaser shall constitute not less than 90% (or such other amount which would allow the Merger to be effected without a meeting of the Company's shareholders in accordance with Section 253 of the Delaware Law) of the issued and outstanding Common Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer, (ii) the condition that the Asset Contribution Agreement be in full force and effect and not terminated in accordance with the terms thereof and all the conditions set forth in Articles XI and XII thereof shall have been satisfied or waived (the "ASSET CONTRIBUTION AGREEMENT CONDITION") and (iii) the satisfaction of the conditions set forth in ANNEX II hereto (any of which may be waived by Purchaser in its sole discretion) and to the terms and conditions of this Agreement). Purchaser expressly reserves the right to modify the terms of the Offer, Parent will cause Purchaser except that, without the consent of API (unless API takes any action permitted to commence (within be taken pursuant to the meaning second sentence of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"SECTION 6.6(b)), Purchaser shall not (i) reduce the Offer whereby Purchaser will offer number of Common Shares subject to purchase for cash all of the Shares at Offer, (ii) reduce the Per Share Amount, (iii) modify or add to the conditions set forth in ANNEX II (other than to waive any conditions to the extent permitted by this Agreement), (iv) except as specifically provided in this SECTION 1.1(a), extend the Offer or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of API, (i) extend the Offer if at the scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to purchase the Common Shares shall not be satisfied until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any order, decree or ruling of, or any rule, regulation, interpretation or position of, any Governmental Authority applicable to the Offer and/or (iii) extend the Offer for any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence; PROVIDED, HOWEVER, in the event that all conditions set forth in ANNEX II shall have been satisfied other than the Minimum Condition, the Purchaser may extend the term of the Offer for a period or periods aggregating not more than 20 business days after the later of (x) the initial expiration date of the Offer and (y) the date on which all the other conditions set forth in ANNEX II shall be satisfied after which time the Purchaser shall waive the Minimum Condition. The Offer will be made by means of an offer to purchase (the "OFFER TO PURCHASE") and related letter of transmittal containing the terms set forth in this Agreement and the conditions set forth in ANNEX II hereto. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer set forth in ANNEX II hereto as of the final expiration date of the Offer, Purchaser will accept for payment and pay for all Common Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such expiration date. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash (cash, upon the terms and subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary conditions of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS").

The Offer. (a) Subject to (i) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and that none of the last sentence events set forth in paragraph (2) of this Section 1.1(a)Exhibit A hereto shall have occurred or be existing, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable (but in any no event not later than five business days eight Business Days after the public announcement of the execution and delivery of this Agreement), Parent will cause Purchaser to date hereof commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACTExchange Act")), ) the Offer whereby Purchaser will offer to purchase for cash all of the Shares outstanding Shares, at the Per Share Amount, net to the seller in cash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer Price. The obligation obligations of Purchaser to, and of Parent to cause Purchaser to commence the Offerto, to consummate the Offer and to accept for payment and to pay for any Shares validly tendered in pursuant to the Offer and not withdrawn in accordance therewith will shall be subject to, and to only to, those conditions set forth in Annex Exhibit A hereto (the "OFFER CONDITIONSOffer Conditions"). The initial expiration date of the Offer shall be the twentieth Business Day (as defined in Section 9.10(c)) following (and including the day of) the commencement of the Offer. Purchaser expressly reserves the right (but is not obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Exhibit A), (D) add to the conditions set forth on Exhibit A or modify the conditions set forth on Exhibit A in a manner adverse to the holders of Shares, (E) extend the expiration of the Offer except as required or permitted by 1.01(a)(ii) or (F) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares.

The Offer. (a) Subject to the last sentence conditions of this Section 1.1(a)Agreement, as promptly as practicable (but in any event not later than five business days after the public announcement of the execution and delivery date of this Agreement, Sub shall, and Parent shall cause Sub to, amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of $55.50 per share of Company Common Stock (and associated Right), net to the seller in cash, without interest thereon (the "OFFER PRICE"), and to set February 8, 2002 (the "INITIAL EXPIRATION DATE"), as the expiration date for the Offer. The obligations of Sub to, and of Parent will to cause Purchaser Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to commence the Offer are subject only to the satisfaction or waiver by Sub of the conditions set forth in Exhibit A. Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (within i) reduce the meaning number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A, modify any condition set forth in Exhibit A or amend any term of the Offer set forth in this Agreement, in each case, in any manner adverse to the holders of Company Common Stock, (v) extend the Offer or (vi) change the form of consideration payable in the Offer (other than by adding consideration). Notwithstanding the foregoing, Sub (i) shall extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Exhibit A (other than the Minimum Tender Condition or condition (c), (d) or (g)) to Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived but in no event later than March 29, 2002, and (ii) may, without the consent of the Company, extend the Offer (x) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or (y) if at the scheduled expiration date of the Offer any of the Minimum Condition or condition (c), (d) or (g) set forth in Exhibit A to Sub's obligation to purchase shares of Company Common Stock are not satisfied until such time as such conditions are satisfied or waived. In addition, if, at the scheduled or extended expiration date of the Offer, all the conditions to the Offer have been satisfied or waived but the Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90 percent of the outstanding Company Common Stock, without the consent of the Company, Sub shall (subject to applicable law) have the right to provide for a "subsequent offering period" (as contemplated by Rule 14d-2 14d-11 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer for up to purchase 20 business days after Sub's acceptance for cash all payment of the Shares at the Per Share Amount, net shares of Company Common Stock then tendered and not withdrawn pursuant to the seller in cash (Offer. On the terms and subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary conditions of Parent as the bidder thereunder (within the meaning of Rule 14d-1(e) under the Exchange Act), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Per Share Amount will be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Parent to cause Purchaser to commence the Offer, to consummate the Offer and to accept for payment this Agreement, Sub shall, and to Parent shall cause Sub to, pay for Shares all shares of Company Common Stock validly tendered in the Offer and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer or (in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the "OFFER CONDITIONS")case of shares tendered during any subsequent offering period) as soon as practicable following the valid tender thereof.