Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 8.1, Merger Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but in no event not later than January 13the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), 2020and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Merger Sub shall may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, no change in the Offer to purchase for cash any and all may be made which (i) Shares decreases the Offer Price payable in the Offer, (other than ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be cancelled purchased in accordance with Section 2.1(b)the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) at imposes conditions to the Share Offer Price in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and (ii) Preferred Shares at conditions of the Preferred Share Offer Price. and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the “Acceptance Date” and the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the aggregate) and not properly withdrawn prior to the Expiration Date that number case of Shares and Preferred Shares thattendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, together with the number in any case without interest, subject to any withholding of Shares and Preferred Shares (if any) then owned Taxes required by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis applicable Law or in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”Sections 3.2(i); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, . Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become becomes obligated to accept for payment payment, purchase and purchase pay for pursuant to the Offer. Subject to . (b) Unless extended as provided in this Agreement, the satisfaction of Offer shall expire on the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment date (the time of such acceptance, the “Acceptance Initial Expiration Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two that is twenty (220) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions commencement of the Offer in accordance with applicable Law and this Agreement, including (determined pursuant to Rule 14d-1(g)(3) under the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Exchange Act). Merger Sub expressly reserve may, without the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval consent of the Company, Merger Sub shall not (i) decrease extend the Offer Price, for one or more additional consecutive periods of up to twenty (ii20) change Business Days per extension (with the form length of consideration payable such periods to be determined in the Offersole discretion of Parent consistent with applicable Law), (iii) reduce if on any then-scheduled expiration date of the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend Offer any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I heretoA shall not have been satisfied or waived, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended if this Agreement shall not have been terminated in accordance with the terms of this AgreementArticle VIII, and (ii) extend the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement for any period required by any rule, regulation, interpretation or position of the Offer (determined using Rule 14d-1(g)(3) promulgated under SEC or the Exchange Act) (such date and timestaff thereof applicable to the Offer. If, the “Initial Expiration Date”) or, if at the Initial Expiration Date has been extended in accordance with Time or subsequent expiration time related to an extension of the Offer, including an extension pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Datesentence, any of the conditions to the obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (including or waived in accordance with this Agreement), then, if requested by the Minimum Condition Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the other Offer through such time as the Company may specify, which time shall be no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company’s request if either of the conditions and requirements set forth in paragraph (c)(ii) or (c)(iii) of Annex IA are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) have not been shall affect or impair any termination rights under Article VIII. (c) If all of the conditions to the Offer are satisfied or waived waived, but the number of Shares validly tendered and not withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub shall may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staffsubsequent offering period. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gd) As soon as practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendmentsOffer, supplements and exhibits theretowhich shall include the offer to purchase, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of the related letter of transmittal and a form of summary advertisement notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub agree to shall cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by applicable federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and . Merger Sub further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Actapplicable federal securities Laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents before they are filed with the SECSEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to any all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall agree to provide the Company and its counsel with copies of any comments or communications, whether written comments, and shall provide them an oral summary of any oral commentsor oral, that Parent and Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments, and any written comments or oral responses theretocommunications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such responses comments or communications, and Parent and Merger Sub shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 7.1 and no event set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable after the date hereof (but in no event later than January 13, 2020ten (10) business days after the public announcement of the execution hereof), Merger Sub shall (the Purchaser shall, and Parent shall cause Merger Sub Purchaser to) commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act, ") ) an offer (the Offer "Offer") to purchase for cash all of the Shares at a price of $0.57 per Share, net to the seller in cash (such price, or such other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller; provided, -------- however, that Parent may designate another wholly owned, direct or indirect ------- subsidiary of Parent as the bidder (within the meaning of Rule 14d-1(g) under the Exchange Act) in, and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred commencement of, the Offer, in which case reference herein to Purchaser shall be deemed to apply to such subsidiary, as appropriate. The Company shall not tender Shares at held by it or by any of its subsidiaries pursuant to the Preferred Share Offer PriceOffer. Merger Sub The Purchaser shall, and Parent shall cause Merger Sub the Purchaser to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the prior satisfaction or waiver of the conditions set forth in this Agreementto the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. (cb) The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that describes containing the terms set forth in this Agreement and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To A hereto and providing for an initial expiration date (the extent permitted by applicable Law"Expiration Date", which term shall also indicate any later date to which the Offer is extended in accordance with this Agreement) of twenty (20) business days (as defined in Rule 14d-1 under the Exchange Act) from the date of commencement of the Offer. The Purchaser shall not, and Parent and Merger Sub expressly reserve shall cause the right to increase Purchaser not to, decrease the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form number of consideration payable Shares sought in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate A or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the impose conditions to the Offer (including the Minimum Condition and the other conditions and requirements in addition to those set forth in Annex I) have not been satisfied or waived by Merger SubA, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company. The Purchaser may, except without the consent of the Company, (A) extend the Offer for the shortest time periods which it reasonably believes are necessary, in one or more such periods, but in no event more than an additional fifteen (15) business days if Parent and Purchaser are not in material breach of this Agreement has been terminated 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 is less than eighty percent (80%) of the outstanding Shares (on a fully diluted basis, as such term is defined in Annex A), (1) extend the Offer for up to ten (10) business days, or (2) provide a subsequent offering period of up to ten (10) business days in accordance with Article 7. If this Agreement is terminated Rule 14d-11 of the Exchange Act, in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate each case notwithstanding that all the conditions to the Offer were satisfied as of the date such extension or subsequent offering period, as the case may be, is announced. In addition, the Offer Price may be increased and shall not acquire any Shares or Preferred Shares pursuant thereto. If 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. (c) On the date the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offercommenced, Parent and Merger Sub Purchaser shall file with the United States Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”"). The Schedule TO shall include, as exhibits, contain or shall incorporate by reference the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectivelythe Schedule TO, the Offer to Purchase and related letter of transmittal and related summary advertisement, together with any amendments, amendments and supplements and exhibits 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 Merger Sub agree 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 and Preferred Shares, in each case as and to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Each of Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, agree to shall promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable Law, prior to the Expiration Date and Merger Sub agrees the Purchaser further shall take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable an opportunity to review the Schedule TO and comment upon the Offer Documents before they are filed (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board RecommendationParent shall, Parent and Merger Sub shall cause the Purchaser to, provide the Company and its counsel in writing with copies of any written commentscomments that Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, comments and with copies of any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and telephonic notification of any verbal responses by Parent, Purchaser or their counsel. (d) Parent and Merger Sub shall give due consideration 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 reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer.

The Offer. (a) Provided that this Agreement So long as none of the events set forth in clauses (a) through (h) of Annex I hereto shall not have been terminated in accordance with Article 7occurred or exist, the Purchaser shall, and Parent shall cause the Purchaser to, commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as promptly as practicable after the date hereof (hereof, but in no any event not later than January 13May 4, 2020)1998, Merger Sub the Offer for any and all outstanding Shares not owned by the Purchaser at the Offer Price applicable to such Shares, net to the seller in cash. The initial expiration date for the Offer shall (be the twentieth business day from and Parent shall cause Merger Sub to) commenceafter the date the Offer is commenced, within including the meaning date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange ActAct (the "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 (the "Schedule 14D-1" and together with the documents therein pursuant to which the Offer will be made, and with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to purchase for cash any Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. The obligation of Parent and all (i) Shares (other than Shares the Purchaser to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and payment or pay for all any Shares and Preferred Shares, as applicable, tendered pursuant to the Offer will be subject only to there being validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date expiration of the Offer, that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals which represents at least a majority 66-2/3% of the voting power represented by Shares outstanding on a fully diluted basis (without giving pro forma effect to the potential issuance of any Shares and Preferred Shares (voting on an as-converted basis in accordance with issuable under the Certificate of DesignationsStock Option Agreement) that are then issued and outstanding (the “"Minimum Condition”); ") and (b) to the satisfaction, satisfaction or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. I hereto (b) On or prior to the date that Merger Sub becomes obligated to pay for "fully diluted basis" means issued and outstanding Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with issuance under outstanding employee stock options). Without the prior written approval consent of the Company, Merger Sub the Purchaser shall not (i) decrease the Offer Price, (ii) Price or change the form of consideration payable in the Offer, (iiiii) reduce decrease the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, or (iv) amend, modify or waive the Minimum Condition, (viii) amend any other term of the other Offer in any manner adverse to the holders of any Shares; provided, however, that if on the initial scheduled Expiration Date, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act (as hereinafter defined) to have expired or been terminated, the Purchaser shall, and Parent shall cause the Purchaser to, extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. (b) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions to of the Offer set forth in Annex I in a manner adverse to the holders hereto as of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer in a manner adverse in any material respect to as soon as practicable after the holders of Shares or Preferred SharesExpiration Date. (dc) Unless extended The Offer Documents will comply in accordance all material respects with the terms provisions of this Agreementapplicable federal securities laws and, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated on the date first published, sent or given to holders the Company's shareholders, shall not contain any untrue statement of Shares and Preferred Sharesa material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in each caselight of the circumstances under which they were made, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.not misleading,

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 8.1, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, and Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred SharesAct of 1934, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: amended (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares rules and Preferred Shares (if any) then owned by the Parentregulations promulgated thereunder, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum ConditionExchange Act”); and (b) the satisfaction, or waiver by Merger Sub, of Offer as promptly as practicable and in any event no later than the other conditions and requirements set forth in Annex I. tenth (b10th) On or prior to business day following the date that Merger hereof. The obligations of Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred any Shares validly tendered and not properly withdrawn pursuant prior to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect expiration of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer (as it may be extended in accordance with this Section 1.1(a) ) shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject only to the conditions set forth in this Agreement. Annex I (ccollectively, the “Offer Conditions” and each an “Offer Condition”). Subject to the prior satisfaction or, to the extent permitted, waiver by Parent and Sub of the Offer Conditions, Parent shall cause Sub to, and Sub shall, consummate the Offer in accordance with its terms and accept for payment and pay the Offer Price for all Shares tendered and not withdrawn promptly following the acceptance in compliance with Rule 14e-1(c) under the Exchange Act of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes contains the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To this Agreement and the extent permitted by applicable Law, Offer Conditions. Parent and Merger Sub expressly reserve the right to waive any Offer Conditions, to increase the Offer Price or and to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not, and Parent shall cause Sub not (i) to, decrease the Offer PriceClosing Amount or CPR Payment Amount, (ii) change the form of consideration payable payment of the Closing Amount or CPR Payment Amount, decrease the number of Shares sought in the Offer, (iii) reduce the maximum number of Shares waive or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive change the Minimum Condition, (v) impose additional conditions to the Offer, amend any of the other conditions Offer Conditions so as to broaden the scope of any such condition, extend the offer beyond a date that is twenty-one (21) business days after commencement of the Offer set forth or the last extension in Annex I in a manner adverse to accordance with this Section 1.1, if any, of the holders of Shares or Preferred SharesOffer, whichever is later (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii“Expiration Date”) except as provided in Sections 1.1(e) and 1.1(f)set forth below, terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms term or condition of the Offer in a manner materially adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date each case without the prior written consent of the Company. Notwithstanding the foregoing and subject to the parties respective termination rights set forth in Section 8.1, except if this Agreement has been terminated Sub may, without the consent of the Company (i) extend the Offer beyond the initial expiration date if, at any scheduled (or extended) expiration of the Offer, any of the conditions to Sub’s obligation to accept Shares for payment, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (“SEC”) or its staff applicable to the Offer. In addition to the foregoing, Sub also may provide a “subsequent offering period” in accordance with Article 7. If this Agreement is terminated Rule 14d-11 under the Exchange Act if, as of the Expiration Date, all of the conditions to Sub’s obligations to accept for payment and pay for all Shares are satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s stockholders in accordance with Article 7the DGCL. (b) Subject to the parties’ respective termination rights set forth in Section 8.1, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination)if, irrevocably and unconditionally terminate at the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If time at which the Offer is terminated scheduled to expire, any Offer Condition has not been satisfied or withdrawn has not been validly waived, then, if so requested by Merger Sub, the Company by written notice on or this Agreement is terminated prior to the Acceptance Timedate the Offer is then scheduled to expire, Merger Sub shall extend the Offer for up to one period of not more than five (5) business days per extension period, until all of the Offer Conditions have been satisfied or, to the extent permitted, validly waived; provided, however, that the Company shall not have the right to request an extension pursuant to this Section 1.1(b) if, at the time of any proposed extension, an Acquisition Proposal has been publicly made and the Parent shall cause Merger Sub toCompany Board of Directors failed to reaffirm its recommendation of the Offer within two (2) promptly return, and shall cause any depositary acting on behalf business days of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the OfferParent’s request. (gc) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 pursuant to Regulation M-A under the Exchange ActAct (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the recommendation and the approval of the Company Board of Directors referred to in Section 3.20(a). Subject to the Company’s compliance with Section 1.2(c), Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case as and to the extent required by federal securities Laws, including the Exchange Actapplicable Law. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable Law. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents any amendment thereto before they are it is filed with the SEC, and Parent and Merger Sub shall give due consideration to any all reasonable and appropriate additions, deletions or changes thereto suggested thereto by the Company and its legal counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall agree to provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Merger Parent, Sub or its their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its staff with respect to the Schedule TO or the Offer Documents Documents, promptly after receipt of such comments, and any written or oral responses thereto. The , and the Company and its counsel shall be given a reasonable opportunity to review such comments and have the right to consult with Parent, Sub and their counsel prior to responding to any such responses comments, either in written or oral form, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by and appropriate views and comments of the Company and its counsellegal counsel related thereto. (d) Parent shall provide or cause to be provided to Sub promptly following the expiration of the Offer or any subsequent extension thereof, as applicable, all funds necessary to pay the aggregate Closing Amounts with respect to Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law. (e) Parent shall, at or prior to the Acceptance Time (as defined in Section 5.2(b)), duly authorize, execute and deliver the CPR Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 8.1, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred SharesAct of 1934, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: amended (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares rules and Preferred Shares regulations promulgated thereunder, the “Exchange Act”)) the Offer within ten (if any10) then owned by business days following the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding date hereof (the date on which the Offer is commenced being referred to herein as the “Minimum ConditionCommencement Date”); and (b) the satisfaction, or waiver by Merger Sub, . The obligations of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred any Shares validly tendered and not properly withdrawn pursuant prior to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect expiration of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject only to the conditions set forth in this Agreement. Annex I hereto (cthe “Offer Conditions”). Subject to the prior satisfaction or, to the extent permitted, waiver by Parent or Sub of the Offer Conditions, Parent shall cause Sub to, and Sub shall, consummate the Offer in accordance with its terms and accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay the Offer Price in exchange for each such Share promptly following such acceptance in compliance with Rule 14e-1(c) of the Exchange Act (the time at which Sub first accepts any Shares for payment pursuant to the Offer being referred to herein as the “Acceptance Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes contains the terms set forth in this Agreement and conditions the Offer Conditions. Parent expressly reserves the right to waive any of the Offer in accordance with applicable Law and this AgreementConditions, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or and to make any other changes in the terms and conditions of the Offer; provided, however, that except with Sub shall not, and Parent shall cause Sub not to, without the prior written approval consent of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce decrease the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify waive or waive change the Minimum Condition, (v) amend any of the other impose additional conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the Offer Conditions so as to broaden the scope of such Offer Condition, (vi) extend the Offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension (in accordance with this Agreement), if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth in this Agreement, or (vii) otherwise amend any other terms term or condition of the Offer in a manner materially adverse in any material respect to the holders of Shares or Preferred Shares. (db) Unless extended in accordance with the terms of this Agreement, the The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) 12:01 a.m. on the date that is twenty twenty-first (2021st) Business Days business day following the commencement of the Offer Commencement Date (determined using calculated as set forth in Rule 14d-1(g)(3) promulgated and Rule 14e-1(a) under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if ). Notwithstanding anything to the Initial Expiration Date has been extended contrary contained in accordance with this Agreement, but subject to the date and parties’ respective termination rights set forth in Section 8.1, Sub (i) may, without the consent of the Company, if, at the time to as of which the Offer has been so extended (the Initial Expiration Date, or such later date and time is scheduled to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Dateexpire, any of the conditions to the Offer (including the Minimum Condition is not satisfied and the other conditions and requirements set forth in Annex I) have has not been satisfied or waived by Merger Subvalidly waived, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for up to two successive periods of up to ten not more than twenty (1020) Business Days each, or such longer period as may be agreed between Merger Sub and business days per extension (with the Company, in order to permit the satisfaction length of such conditions; provided, however, that Merger Sub shall not periods to be required to extend determined by Parent) until all of the Offer beyond Conditions have been satisfied or, to the Outside Date. The “Outside Date” shall be June 20extent permitted, 2020. In addition, Merger Sub validly waived and (ii) shall extend the Offer for any period or periods required by applicable Law including any rule, regulation or applicable rules, regulations, interpretations or positions interpretation of the SEC United States Securities and Exchange Commission (“SEC”), or its staffthe staff thereof, applicable to the Offer. In addition to the foregoing, Sub also may provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act if, as of the Expiration Date, all of the Offer Conditions have been satisfied or, to the extent permitted, waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s shareholders in accordance with the MBCA. (fc) Merger Sub shall not terminate Subject to the Offer prior to any scheduled Expiration Date without parties’ respective termination rights set forth in Section 8.1, if, at the prior written consent time as of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If which the Offer is terminated scheduled to expire, any Offer Condition has not been satisfied or withdrawn has not been validly waived and there has not been an Adverse Recommendation Change, then, if so requested by Merger Sub, or this Agreement is terminated the Company by written notice at least two (2) business days prior to the Acceptance Timedate the Offer is then scheduled to expire, Merger Sub shall extend the Offer for up to two (and 2) successive periods of not more than ten (10) business days per extension period, until all of the Parent shall cause Merger Sub to) promptly returnOffer Conditions have been satisfied or, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerextent permitted, validly waived. (gd) As soon as practicable on On the date of the commencement of the OfferCommencement Date, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 pursuant to Regulation M-A under the Exchange ActAct (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, Purchase and a related form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation referred to in Section 3.20(a). Parent and Merger Sub agree shall take all steps necessary to cause the Offer Documents to be disseminated filed with the SEC and, subject to the Company’s compliance with Section 1.2(c), disseminate the Offer Documents to holders of Shares and Preferred Shares, in each case as and to the extent required by federal securities Laws, including the Exchange Actapplicable Law. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees further agree to take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable Law. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents, Schedule TO and the Offer Documents any amendment thereto before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any include all additions, deletions or changes thereto suggested thereto by the Company and its counsellegal counsel that Parent reasonably determines to be appropriate. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall agree to provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Merger Parent, Sub or its their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its staff with respect to the Schedule TO or the Offer Documents Documents, promptly after upon receipt of such comments, and any written or oral responses thereto. The , and the Company shall have the right to consult with Parent, Sub and its their counsel shall be given a reasonable opportunity prior to review responding to any such responses comments, either in written or oral form, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by incorporate in each response those views and comments of the Company and its counsellegal counsel related thereto that Parent reasonably determines to be appropriate. (e) Parent shall provide or cause to be provided to Sub as promptly as practicable following the Expiration Date and any subsequent offering period, as applicable, all funds necessary to pay for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as promptly as practicable after Section 8.1 and none of the date hereof events described in any of paragraphs (but in no event later than January 13, 2020a) or (b) of Annex III hereto have occurred and be continuing (unless waived by Parent or Sub), Merger Sub shall (shall, and Parent shall cause Merger Sub 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 promulgated thereunder, the “Exchange Act, ”)) the Offer within ten (10) business days following the date hereof. The obligations of Sub to purchase accept for cash payment and to pay for any Shares validly tendered and all not withdrawn prior to the expiration of the Offer (i) Shares (other than Shares to as it may be cancelled extended in accordance with requirements of this Section 2.1(b1.1(a)) at shall be subject only to the Share Offer Price and (ii) Preferred Shares at conditions set forth in Annex III hereto. Subject to the Preferred Share Offer Price. Merger prior satisfaction or waiver by Parent or Sub of conditions set forth in Annex III hereto, Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms and accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to promptly following the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number acceptance of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes contains the terms set forth in this Agreement and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, III hereto. Parent and Merger Sub expressly reserve reserves the right to waive any of such conditions, to increase the Offer Price or and to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not, and Parent shall cause Sub not (i) to, decrease the Offer Price, (ii) Price or change the form of consideration payable in which any component of the Offer Price is payable, decrease the number of Shares sought in the Offer, waive or change the Minimum Condition (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased as defined in the Offer, (iv) amendAnnex III hereto), modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I III hereto or otherwise modify or amend any other term or condition of the Offer, in a each case in any manner adverse to the holders of Shares or Preferred Sharesthe Company Common Stock, (vi) impose any conditions to the Offer that are in addition to the conditions to not set forth on Annex III hereto, or extend the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in beyond a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty twenty-one (2021) Business Days following the business days after commencement of the Offer or the last extension (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended as permitted in accordance with this AgreementSection 1.1), if any, of the date and time to which the Offer has been so extended Offer, whichever is later (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements except as set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Companybelow, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date each case without the prior written consent of the CompanyCompany (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, except if but subject to the parties’ respective rights to terminate this Agreement has been terminated in accordance with Article 7Section 8.1, Sub shall, upon the written request of the Company at least one business day before the then-scheduled expiration date, and may, without the consent of the Company, (i) extend the Offer beyond the initial expiration date if, at any scheduled (or extended) expiration of the Offer, any of the conditions set forth in Annex III hereto (other than the Minimum Condition) shall not be satisfied or waived for up to two periods of not more than ten (10) business days per extension, (ii) from time to time, extend the Offer if at the scheduled or extended Expiration Date the Minimum Condition is not satisfied, for up to two periods of ten (10) business days per extension or (iii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (“SEC”), or the staff thereof, applicable to the Offer. If this Agreement is terminated In addition to the foregoing and excluded from any such limitations, Sub also may provide a “subsequent offering period” in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate Rule 14d-11 under the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the OfferExchange Act. (gb) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 pursuant to Regulation M-A under the Exchange ActAct (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the recommendation and the approval of the Company Board of Directors referred to in Section 3.20(a). The Offer Documents will comply in all material respects with all applicable provisions of the Exchange Act. Parent and Merger Sub agree to take all commercially reasonable steps necessary to cause the Offer Documents to be filed with the SEC and, subject to the Company’s compliance with Section 1.2(c), disseminated to holders of Shares and Preferred Shares, in each case as and to the extent required by federal securities Laws, including the Exchange Actapplicable Law. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable Law. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents any amendment thereto before they are it is filed with the SEC, and Parent and Merger Sub shall give due consideration to any all reasonable additions, deletions or changes modifications thereto suggested thereto by the Company and its legal counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall agree to provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Merger Parent, Sub or its their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its staff with respect to the Schedule TO or the Offer Documents Documents, promptly after upon receipt of such comments, and any written or oral responses thereto, and the Company shall have the right to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form. The Company and its legal counsel shall be given a reasonable opportunity to review any responses to such responses comments or communications, and Parent and Merger Sub shall give due consideration to the all reasonable additions, deletions or changes suggested thereto by views and comments of the Company and its counsellegal counsel with respect thereto. (c) Parent shall provide or cause to be provided to Sub promptly following the expiration of the Offer or any subsequent extension thereof, as applicable, all funds necessary to promptly pay in full in cash the aggregate Offer Price for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 8.01, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub Purchaser shall, and Parent shall cause Merger Sub Purchaser to, commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer promptly after the date of this Agreement, but in any event not later than June 1, 2006. The obligation of the Purchaser to accept for payment, purchase and pay for all payment Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, Offer shall be subject only to: to (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding condition (the “Minimum Condition”); ) that at least the number of Shares that, when added to Shares then owned by Parent and its direct and indirect wholly owned subsidiaries and affiliates, shall constitute at least ninety percent (90%) of the then outstanding Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (bii) the satisfaction, satisfaction or waiver by Merger Sub, of each of the other conditions and requirements set forth in attached Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the OfferI hereto. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub Purchaser expressly reserve reserves the right to waive any such conditions, to increase the Offer Price or Price, and to make any other changes in the terms and conditions of the Offer; provided, however, provided that except with without the prior written approval consent of the Company, Merger Sub the Purchaser shall not, and Parent shall cause Purchaser not (i) to, waive the Minimum Condition, extend the Offer except as expressly provided below, decrease the Offer Price, (ii) price per Share or change the form of consideration payable in the Offer, (iii) reduce decrease the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other impose conditions to the Offer in addition to those set forth in Annex I I, or amend any other term of the Offer in a any manner adverse to the holders of Shares or Preferred any Shares. Notwithstanding the foregoing, (vi) impose conditions Purchaser may, without the prior consent of the Company, prior to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms termination of this Agreement, (x) extend the Offer for an aggregate period of not more than 10 business days beyond the scheduled expiration date, which initially shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days be 20 business days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or), if if, at any scheduled expiration of the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration DateOffer, any of the conditions to Purchaser’s obligations to accept the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer Shares for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub payment shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20satisfied or waived, 2020. In addition, Merger Sub shall (y) extend the Offer for any period or periods required by applicable Law any rule, regulation, or applicable rules, regulations, interpretations or positions interpretation of the SEC Securities and Exchange Commission (the “SEC”), or its staff. the staff thereof, applicable to the Offer, or (fz) Merger Sub shall not terminate extend the Offer prior (one or more times) for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (x) or (y) of this sentence, if, as of such date, all of the conditions to any scheduled Purchaser’s obligations to accept the Shares for payment 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 outstanding Shares (including Shares already owned by Parent and its direct and indirect wholly owned subsidiaries and affiliates). In addition, (1) if, on the Initial Expiration Date Date, the sole condition remaining unsatisfied is the failure of the waiting period under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), to have expired or been terminated, then Purchaser shall, without the prior written consent of the Company, except if extend the Offer from time to time until the fifth business day after expiration or termination of the applicable waiting period under the HSR Act or (2) if, on the Initial Expiration Date, the sole condition remaining unsatisfied is the condition set forth in paragraph (g) of Annex I, the Purchaser may, for so long as the Company is using its commercially reasonable efforts to cure such breach, extend the Offer from time to time until five business days after such breach is cured, provided that Purchaser shall not be required pursuant to this clause (2) to extend the Offer beyond 30 calendar days after the Initial Expiration Date. The Company agrees that no Shares held by the Company or any subsidiary of the Company will be tendered pursuant to the Offer. Subject to the terms of the Offer and this Agreement has been terminated in accordance with Article 7. If and the satisfaction or waiver (to the extent permitted by this Agreement is terminated in accordance with Article 7Agreement) of all the conditions to the Offer, Merger Sub shall (Purchaser shall, and Parent shall cause Merger Sub Purchaser to) promptly (, accept for payment and in any event within 24 hours following such termination), irrevocably pay for all Shares validly tendered and unconditionally terminate not withdrawn pursuant to the Offer promptly after the expiration of the Offer. Each of the Parent and the Purchaser shall not acquire use its commercially reasonable efforts to avoid the occurrence of any Shares Event specified in Annex I or Preferred Shares pursuant thereto. If to cure any such Event that shall have occurred. (b) Parent shall cause Purchaser to file with the SEC on the date the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, commenced a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, any supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits or amendments thereto, the “Offer Documents”). Parent and Merger Sub agree , which shall contain (as an exhibit thereto) the Purchaser’s Offer to cause Purchase (the “Offer Documents to Purchase”) which shall be disseminated mailed to the holders of Shares and Preferred Shares, as and with respect to the extent required by Offer. The Offer Documents will comply in all material respects with the provisions of applicable federal securities Lawslaws and, including on the Exchange Actdate 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 a 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 the Parent or the Purchaser with respect to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents. Each of the Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Sub Purchaser further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders stockholders of Shares and Preferred Sharesthe Company, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses theretoapplicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents (including any amendments or supplements thereto) prior to such responses documents being filed with the SEC. (c) Parent, Purchaser, and the Company agree that if all of the conditions to the Offer other than the Minimum Condition have been satisfied as of the expiration date of the Offer (as such expiration date may have been extended in accordance with Section 1.01(a)) and Purchaser elects not to waive the Minimum Condition, then Parent and Purchaser shall terminate the Offer (or otherwise permit the Offer to expire) and the Company shall solicit the approval of its stockholders for a merger (the “Cash Merger”) of the Company with Purchaser in accordance with Article II, and the Cash Merger Sub shall give due consideration be governed by the other provisions of this Agreement relating to the reasonable additionsMerger, deletions or changes suggested thereto by Effective Time, Proxy Statement, Merger Price, Closing, and like terms, all of which shall apply to the Cash Merger, and in such case each issued and outstanding Share, Option, and Warrant will be treated in accordance with Article II and Article III. If the Offer is terminated and a Cash Merger is required pursuant to this Section 1.01(c), (i) the Company and its counselParent shall promptly undertake the actions contemplated by Section 2.10 as if the Purchaser had accepted for payment and paid for Shares in the Offer; (ii) the obligations of the Parent, the Purchaser, and the Company to effect the Cash Merger shall be subject to the satisfaction or waiver of the conditions set forth in Annex I hereto; and (iii) each Party shall continue to have the obligations set forth in Article VI and to be subject to the conditions set forth in Article VII with respect to the Cash Merger.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 8.01 hereof and that none of the events set forth in clause (2) of Exhibit A hereto shall have occurred or be existing, as Parent shall cause Sub promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall five business days following the public announcement of the terms of this Agreement) to commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT")) an offer to purchase all outstanding shares of common stock of the Company, par value $.01 per share (the "SHARES"), at a price of $5.25 per Share, net to the seller in cash (the "OFFER"). Subject to the satisfaction of the Offer to purchase for cash any Conditions (as defined below) and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price terms and (ii) Preferred Shares at the Preferred Share Offer Price. Merger conditions of this Agreement, Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Dateunder applicable law. The Offer Price payable in respect obligation of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant Sub to consummate the Offer and to accept for payment and to pay for any Shares tendered pursuant thereto shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the only those conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase Exhibit A hereto (the “Offer to Purchase”) that describes the terms and conditions "OFFER CONDITIONS"), which may be asserted by Parent or Sub regardless of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right circumstances giving rise to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Datesuch condition, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material except as set forth below with respect to the holders of Shares Minimum Condition (as defined in Exhibit A)) waived by Parent or Preferred Shares. (d) Unless extended Sub, in accordance with the terms of this Agreementwhole or in part, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date any time and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and from time to which time in their sole discretion. The Company agrees that no Shares held by the Offer has been so extended (the Initial Expiration Date, Company or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions its Subsidiaries (as defined in Section 9.11 hereof) will be tendered to Sub pursuant to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger SubOffer. Sub will not, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer (except if this Agreement has been terminated as otherwise set forth in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub toSection 1.01(c) promptly (and in any event within 24 hours following such terminationhereof), irrevocably and unconditionally terminate (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer and shall not acquire (provided, that Parent or Sub in their sole discretion may waive any Shares of the conditions to the Offer other than the Minimum Condition) or Preferred Shares pursuant thereto(v) make any other change in the terms or conditions of the Offer which is materially adverse to the holders of the Shares. If the conditions set forth in Exhibit A are satisfied as of any scheduled expiration date of the Offer, Sub may extend the Offer is terminated for up to ten business days in the aggregate, and may extend the Offer for a longer period with the prior written consent of the Company or withdrawn as required by Merger Sublaw. If the conditions set forth in Exhibit A are not satisfied or, or this Agreement is terminated prior to the Acceptance Timeextent permitted by this Agreement, Merger waived by Parent or Sub shall as of any scheduled expiration date, Sub may extend the Offer from time to time (and but not beyond the Parent shall cause Merger Sub todate that is fifty business days from the date hereof) promptly return, and shall cause any depositary acting on behalf of Merger Sub to returnand, in accordance with applicable Lawany event, all tendered Shares and Preferred Shares upon the written request of the Company, Sub will extend the Offer from time to time until the registered holders thereof and Merger earlier of the consummation of the Offer or forty business days from the date hereof (provided, that Sub shall not be obligated to make any such extension if (and Parent i) it reasonably determines that all such conditions are not likely to be satisfied by such date or (ii) it shall cause Merger Sub not to) accept any Shares or Preferred Shares then have the right to terminate this Agreement, pursuant to the Offerits terms). (gb) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Sub shall file or cause to be filed with the Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect to the Offer (together with all amendments, supplements which shall contain the offer to purchase and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of related letter of transmittal and a form of summary advertisement other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together collectively with any amendments, supplements and exhibits or amendments thereto, the “Offer Documents”"OFFER DOCUMENTS"). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and comment on the Offer Documents prior to their filing with the SEC. Parent and Merger Sub agree to provide the Company with, and to consult with the Company regarding, any comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof. (c) In the event that the Minimum Condition is not satisfied on any scheduled expiration date of the Offer but there shall have been validly tendered and not withdrawn as of such expiration date a majority of the outstanding Shares on a fully diluted basis, Sub shall give due consideration either (i) extend the Offer in accordance with, and subject to, the last sentence of Section 1.01(a) hereof for a period or periods not to exceed, in the aggregate, ten business days or (ii)(A) amend the Offer to reduce the number of Shares sought pursuant to the reasonable additionsOffer, deletions and the number of Shares needed to satisfy the Minimum Condition, to that number of Shares which, when added to the Shares then owned directly or changes suggested thereto indirectly by Sub, would equal forty-nine and nine-tenths percent (49.9%) of the Company Shares then outstanding (the "REVISED MINIMUM NUMBER"), (B) extend the Offer for a period of not less than ten business days following the public announcement of such amendment to the Offer (the Offer, as so amended, being sometimes referred to as the "49.9% OFFER") and its counsel(C) if, at the expiration of such extension, a greater number of Shares is tendered into the 49.9% Offer and not withdrawn, purchase, on a pro rata basis, the Revised Minimum Number of Shares.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in accordance with Article 7Annex I, as promptly as practicable after the date hereof (hereof, but in no event later than January 13three Business Days following the public announcement of the execution of this Agreement, 2020Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to 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 and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Sub Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Sub Subsidiary to) commence, within the meaning of Rule 14d-2 under the Exchange Act, consummate the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Share Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price and (iiwithout interest) Preferred Shares at the Preferred for each Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: . The obligation of Merger Subsidiary (aand of Parent to cause Merger Subsidiary) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfactionpayment, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration DatePrice (without interest) for, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid subject only to the seller in cashsatisfaction, without interestor waiver by Parent or Merger Subsidiary, subject to any withholding of Taxes required by applicable Law, on each of the terms and subject to the conditions set forth in this AgreementOffer Conditions. (cb) The Offer shall be made by means of an offer Merger Subsidiary expressly reserves the right to purchase (the “Offer to Purchase”) that describes the terms and conditions waive any of the Offer in accordance with applicable Law Conditions and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and of or conditions of to the Offer; provided, however, provided that except with without the prior written approval consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, Merger Sub shall not (iC) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the expiration date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20extended except as otherwise provided herein, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. and (fD) Merger Sub Subsidiary shall not terminate the Offer prior to any scheduled Expiration Date without expiration date except in the prior written consent event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, except Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement has been terminated pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Article 7Rule 14d-11 of the 1934 Act. If this Agreement is terminated in accordance with Article 7Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Sub shall (Subsidiary shall, and Parent shall cause Merger Sub it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) promptly (validly tendered and in any event within 24 hours following such termination), irrevocably and unconditionally terminate not withdrawn pursuant to the Offer and shall not acquire any (2) validly tendered in the Subsequent Offering Period (the date on which Shares or Preferred Shares pursuant thereto. If are first accepted for payment, the Offer is terminated or withdrawn by Merger Sub“Acceptance Date”). (c) As promptly as practicable after the date hereof, or but in no event later than three Business Days following the public announcement of the execution of this Agreement is terminated prior to the Acceptance TimeAgreement, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly returnSubsidiary shall, and shall cause any depositary acting on behalf of Merger Sub to returnits Affiliates to, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not toi) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect SEC an amendment to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO , which shall include, as exhibits, the Offer include a revised offer to Purchase, a purchase and form of letter of transmittal reflecting the terms and a form of summary advertisement conditions set forth in this Agreement (collectively, together with any amendments, amendments or supplements and exhibits thereto, the “Offer Documents”). Parent , and Merger Sub agree (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares Shares. Each of Parent, Merger Subsidiary and Preferred Sharesthe Company agrees that they shall cause the Schedule TO and the other Offer Documents filed by any of them with the SEC to comply in all material respects with the 1934 Act and the rules and regulations thereunder and other applicable Law and that the Offer Documents, as when filed with the SEC and on the date first published, sent or given to the extent stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required by federal securities Lawsto be stated therein or necessary in order to make the statements therein, including in light of the Exchange Act. circumstances under which they were made, not misleading (except that Parent and Merger Subsubsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, on the one hand, Merger Subsidiary and the Company, on the other hand, agree Company agrees promptly to promptly notify the other party and correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect. Merger Subsidiary shall, and Merger Sub agrees shall cause its Affiliates to, use their respective reasonable best efforts to cause the Offer Documents, Schedule TO as so corrected, corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses theretoapplicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such responses document is filed with the SEC after the date hereof and Parent (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Sub Subsidiary shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7VI, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, purchase payment and pay for all any Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, Offer is subject only to: to the satisfaction or waiver (aas provided in Section 1.1(c)) there being validly tendered of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate terms of Designationsthis Agreement) that are then issued and outstanding (not to any other conditions. On the “Minimum Condition”); terms and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior subject to the date that Merger Sub becomes obligated to pay for Shares Offer Conditions and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex Ithis Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for purchase all Shares and Preferred Shares validly tendered and not properly validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable following after the Expiration Date, and, Date (and in any event, no more than two (2) Business Days after business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The Offer Price payable in respect acceptance for purchase of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn Shares pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer shall Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be made waived by means of an offer to purchase (Parent and Merger Sub only with the “Offer to Purchase”) that describes the terms and conditions prior written consent of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; providedprovided that, howeverunless otherwise provided in this Agreement or previously approved by the Company in writing, that except with the prior written approval of the Company, Parent and Merger Sub shall not not: (i) decrease the Offer Price, (ii) Price or change the form of consideration payable in the Offer, (iiiii) reduce decrease the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iviii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or waive supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the other conditions to the Offer set forth in Annex I in a manner that is adverse to the holders of Shares except as required or Preferred Sharespermitted by Section 1.1(e), (vi) impose conditions to terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that are in addition to would have the conditions to effect of accelerating, extending or otherwise changing) the Offer set forth in Annex I heretoExpiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) except as provided provide any “subsequent offering period” in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any accordance with Rule 14d-11 of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred SharesExchange Act. (d) Unless extended The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the “Company Recommendation”) in accordance the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it 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 Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms of this Agreementand conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (5:00 p.m., New York City time) , on the date that is twenty tenth (2010th) Business Days following the commencement of business day after the Offer Amendment Date (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has period of time for which the Offer is open shall have been extended pursuant to, and in accordance with with, this AgreementSection 1.1(e) or as may be required by applicable Law, the time and date and time to which the Offer has been so extended (the Initial Expiration Date, Date or such later time and date and time to which the Initial Expiration Date Offer has been extended in accordance with this AgreementSection 1.1(e), the “Expiration Date”). . Notwithstanding the foregoing, (ei) If if, on any then scheduled the then-effective Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) Conditions have not been satisfied or waived by Merger Subwaived, Merger Sub shall (shall, and Parent shall cause Merger Sub to) , extend the Offer for successive periods of up not more than five (5) business days (the length of such period to ten (10) Business Days eachbe determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may be agreed between Merger Sub and the Companyagree, in order to permit the satisfaction of such conditionsthe Offer Conditions, (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; providedprovided that, howeverin the case of clauses (i) and (ii), that Merger Sub shall not in any event be required to to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20Except as provided in the immediately preceding sentence, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Parent and Merger Sub shall not terminate extend the Offer prior Offer. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any scheduled Expiration Date without manner the prior written consent right of the Company, except if Parent or Merger Sub to terminate this Agreement has been terminated in accordance with pursuant to Article 7VI. If In the event that this Agreement is terminated in accordance with Article 7pursuant to the terms hereof, Merger Sub shall (shall, and Parent shall cause Merger Sub to) , promptly (and in any event within 24 hours following one (1) business day of such termination), irrevocably and unconditionally ) terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the Acceptance Timeacceptance for payment of Shares tendered in the Offer, Merger Sub shall (shall, and the Parent shall cause Merger Sub to) , promptly return, and shall cause any depositary depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and thereof. Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to withdraw the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, Offer unless this Agreement has been terminated in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselArticle VI.

The Offer. (a) Provided that this Agreement shall not have --------- been terminated in accordance with Article 7Section 8.01 hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, Parent shall commence the Offer as promptly as reasonably practicable after the date hereof (hereof, but in no event later than January 13September 12, 2020), Merger Sub shall (and 1995. The obligation of Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the condition that at least 2,986,004 Shares (or such greater number of Shares as equals 75% of the Shares then outstanding) shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Tender Condition") and shall also be subject to the satisfaction of the other conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer Annex A hereto. Subject to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, (including the conditions and requirements set forth in Annex I. To the extent permitted by applicable LawMinimum Tender Condition), Parent shall pay for Shares which have been validly tendered and Merger Sub not withdrawn pursuant to the Offer as promptly as reasonably practicable after expiration of the Offer. Parent expressly reserve reserves the right to increase the price per Share payable in the Offer Price or to make any other changes in the terms and conditions of the Offer; providedprovided that, howeverunless approved by the Board in writing, no change will be made that except with decreases the prior written approval of price per Share payable in the CompanyOffer, Merger Sub shall not (i) decrease the Offer Price, (ii) change changes the form of consideration payable in the Offer, (iii) reduce adds additional conditions to the maximum Offer, decreases the number of Shares or Preferred Shares sought to be purchased being tendered for in the Offer, (iv) amend, modify or waive makes any change in the Minimum Condition, (v) amend any terms and conditions of the other Offer which is inconsistent with the third sentence of this Section 1.01(a) or which is otherwise materially adverse to holders of Shares. It is agreed that the conditions to the Offer set forth in Annex I in a manner adverse A hereto are for the benefit of Parent and may be asserted by Parent or, subject to the holders of Shares preceding sentence, may be waived by Parent, in whole or Preferred Sharesin part at any time and from time to time, (vi) impose conditions in its sole discretion. The Per Share Amount, subject to applicable withholding taxes, shall be paid net to the Offer that are seller in addition cash, upon the terms and subject to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon as reasonably practicable on the date of the commencement of the Offer, Parent and Merger Sub Acquisition shall file with the Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") (i) a Tender Offer Statement on Schedule TO 14D-1 (together with any amendments or supplements thereto, the "Schedule 14D-1") with respect to the Offer and (ii) if required, a Rule 13E-3 Transaction Statement (the "Schedule 13E-3") with respect to the execution and delivery of the Stockholders Option Agreement and the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase and a form of the related letter of transmittal and any related summary advertisement (together with all amendments, supplements or amendments thereto and exhibits theretothe Schedule 14D-1, the “Schedule TO”"Offer Documents"). The Offer Documents and Schedule TO 13E-3 will 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 includenot 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, as exhibitsin light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Acquisition with respect to information supplied by the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause Company for inclusion in the Offer Documents to be disseminated to holders of Shares and Preferred Sharesor Schedule 13E-3. Parent, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, Acquisition and the Company, on the other hand, agree Company each agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents and Schedule 13E-3 if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub Parent and Acquisition each further agrees to take all steps necessary to cause the Offer Documents, Documents and Schedule 13E-3 as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration Acquisition agree to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of in writing any written commentscomments Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub Acquisition or its their counsel may receive from time to time from the SEC or its staff Staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments. (c) The Company shall prepare and file with the SEC, subject to the prior approval of Acquisition (which approval shall not be unreasonably withheld), if necessary, as soon as practicable after the expiration of the Offer, a proxy or information statement (the "Proxy Statement") and such other documents relating to the Merger as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, and the Company shall prepare or shall assist Parent and Acquisition in preparing, as the case may be, any written other filings required under the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), or oral responses theretoany other federal or state securities laws relating to the Offer, the Merger and the transactions contemplated herein (the "Other Filings"). The Company shall obtain and its counsel shall furnish the information required to be given a reasonable opportunity to review any such responses included in the Proxy Statement and Parent and Merger Sub shall give due consideration shall, subject to the reasonable additionsprior approval of Acquisition (which approval shall not be unreasonably withheld), deletions or changes suggested thereto respond promptly to any comments made by the Company SEC with respect to the Proxy Statement and its counselcause the Proxy Statement to be mailed to the Company's stockholders at the earliest reasonably practicable date.

The Offer. (a) Provided that this Agreement shall --------- not have been terminated in accordance with Section 9.1 and none of the events or conditions set forth in Article 77 shall have occurred and be existing, as promptly as practicable after the date hereof (practicable, but in no event later than January 13five (5) business days after the public announcement of the execution hereof by the parties, 2020), Merger Sub Acquisition shall commence (and Parent shall cause 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; and Acquisition shall use reasonable efforts to consummate the Offer, including, without limitation, engaging an information agent in connection therewith. Acquisition shall accept for payment Shares which have been validly tendered and not withdrawn pursuant to the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share earliest time following expiration of the Offer Price and (ii) Preferred Shares at that all conditions to the Preferred Share Offer Priceshall have been satisfied or waived by Acquisition. Merger Sub shall, and Parent shall cause Merger Sub to, The obligation of Acquisition to accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid subject only to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on condition that at least 2,000,000 Shares be validly tendered (the terms "Minimum Condition") and subject to the other conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub Article 7. Acquisition expressly reserve reserves the right to increase the price per Share payable in the Offer Price or to make any other changes in the terms and conditions of the Offer; providedOffer (provided that, howeverunless previously approved by the Company in writing, that except with no change may be made which decreases the prior written approval of the CompanyPer Share Amount, Merger Sub shall not (i) decrease the Offer Price, (ii) change which changes the form of consideration payable to be paid in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other which imposes conditions to the Offer in addition to those set forth in Annex I in a manner adverse to Article 7 or which broadens the holders scope of Shares or Preferred Shares, (vi) impose conditions to the Offer such conditions). It is agreed that are in addition to the conditions to the Offer set forth in Annex I heretoArticle 7 are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of the circumstances giving rise to any such condition (including any action or inaction by Acquisition) or may be waived by Acquisition, (vii) except as provided in Sections 1.1(e) whole or in part at any time and 1.1(f)from time to time, terminate, accelerate or otherwise modify or amend the Offer in its sole discretion. The failure by Acquisition at any time to accelerate the Expiration Date, or (viii) otherwise modify or amend exercise any of the other terms foregoing rights shall not be deemed a waiver of the Offer 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. Any determination (which shall be made in a manner adverse in any material good faith) by Acquisition with respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the foregoing conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Subincluding, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days eachwithout limitation, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided) shall be final and binding on the parties. The Per Share Amount shall be paid net to the seller in cash, howeverless any required withholding of taxes, upon the terms and subject to such conditions of the Offer. The Company agrees that Merger Sub shall no Shares held by the Company or any of its subsidiaries will be tendered in the Offer. Pursuant to separate agreements, the persons listed in Schedules 2.1(a) and 2.1(b) have agreed not be required to extend tender in the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions number of the SEC or its staffShares listed in such Schedules without Parent's consent. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon as practicable on after the date of the commencement of the Offerhereof, Parent and Merger Sub Acquisition shall file with the Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer Offer, which shall include an offer to purchase and form of transmittal letter (together with all amendments, any amendments thereof or supplements and exhibits thereto, collectively the “Schedule TO”"Offer Documents"). The Schedule TO shall includeOffer Documents will comply in all material respects with the provisions of applicable federal securities laws. The information provided and to be provided by the Company, as exhibits, the Offer to Purchase, Parent a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause nd Acquisition for use in the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Subshall not, on the one handdate 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 nor 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, provided, however, that no representation or warranty is made by Parent or Acquisition with respect to information supplied by the Company or any of its stockholders for inclusion in the Offer Documents. The Company agrees that information provided by the Company for inclusion or incorporation in the Offer Documents shall not contain any untrue statement of a material fact nor 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, Acquisition and the Company, on the other hand, agree Company each agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub Acquisition further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselapplicable federal securities laws.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable (and in any event within ten (10) Business Days) after the date hereof (but in no event later than January 13hereof, 2020), Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer to purchase for cash any and all (i) the outstanding Common Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Common Offer Price and (ii) all the outstanding Preferred Shares at the Preferred Share Offer Price. Merger Sub shallThe obligation of the Purchaser to commence the Offer shall be subject only to the condition that none of the events set forth in clauses (c)(i) through (c)(iv) of Annex I hereto shall have occurred and be continuing (and not waived by Parent or the Purchaser in their sole discretion), and Parent shall cause Merger Sub to, the obligation of the Purchaser to accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, Offer shall be subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then owned of record by Parent or the ParentPurchaser or with respect to which Parent or the Purchaser otherwise has, equals directly or indirectly, sole voting power, represents at least a majority of the voting power represented by the Common Shares and Preferred Shares then outstanding (voting determined on an as-converted basis in accordance with the Certificate of Designationsa Fully Diluted Basis) that are then issued and outstanding (the “Minimum Condition”); and (bii) the satisfaction, or waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth in Annex I, Merger Sub the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following after Purchaser is legally permitted to do so under applicable Law. For the avoidance of doubt, the Acceptance Time shall not occur (and Purchaser may not accept for payment any Shares tendered pursuant to the Offer) prior to the Initial Expiration Date, and, in any event, no more than two (2) Business Days after Date or if the Expiration DateMinimum Condition is not satisfied. The Common Offer Price and Preferred Offer Price payable in respect of each Common Share and Preferred Share, as applicablerespectively, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth Law in this Agreementaccordance with Section 2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub the Purchaser expressly reserve the right to increase the Common Offer Price and the Preferred Offer Price in proportion to each other or to make any other changes in the terms and conditions of the Offer; provided, however, that except with unless otherwise contemplated by this Agreement or as previously approved by the prior written approval of Company in writing, the Company, Merger Sub Purchaser shall not (i) decrease the Common Offer Price or the Preferred Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, (v) amend or modify any term, condition or requirement of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions add any additional condition to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, or (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate extend or otherwise modify or amend the Offer to accelerate change the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer Date in a manner adverse other than in any material respect to the holders of Shares or Preferred Sharesaccordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, any all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied satisfied, or waived by Merger SubParent or the Purchaser, Merger Sub the Purchaser may, and, if requested by the Company, shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer for successive periods of up to ten (10) Business Days each, or the length of each such longer period as may to be agreed between Merger Sub and the Companydetermined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub neither Parent nor the Purchaser shall not be required to extend the Offer (i) beyond April 22, 2011 (the Outside Date. The “Outside Date” shall ”), (ii) if either of the conditions set forth in clause (c)(iii) or (c)(iv) of Annex I are not at such time satisfied in accordance with this Agreement (other than any such conditions that are not so satisfied or waived under circumstances in which the breach or breaches preventing such conditions from being satisfied may, by their nature, be June 20cured by the Company through the exercise of its reasonable efforts for a period not greater than forty-five (45) days, 2020in which case the Company may (if all other conditions set forth in clauses (c)(iii) and (c)(iv) of Annex I are satisfied) request one or more extensions of the Offer pursuant to this sentence for up to forty-five (45) days in the aggregate) or (iii) after the Company delivers or is required to deliver to Parent a notice with respect to an Acquisition Proposal that has been received by the Company in accordance with Section 5.4(c), except to the extent that (A) prior to the expiration of the Offer the Acquisition Proposal giving rise to such notice has been withdrawn or the Company Board has rejected the Acquisition Proposal giving rise to such notice and, in each case, the Company Board has reconfirmed the Company Board Recommendation and the withdrawal or rejection of such Acquisition Proposal, and the reconfirmation of the Company Board Recommendation has been publicly announced by the Company or (B) less than three (3) Business Days have elapsed since the Company has received such Acquisition Proposal and there has not been a Change of Board Recommendation. In addition, Merger Sub the Purchaser shall extend the Offer (i) for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC U.S. Securities and Exchange Commission (the “SEC”) or its staffstaff or (ii) following Parent’s receipt of written notice from the Company within the three (3) Business Day period immediately preceding (and including) the Expiration Date advising Parent that the Company Board intends to make a Change of Board Recommendation or terminate this Agreement pursuant to Section 5.4(d), until (and including) the third (3rd) Business Day following the date of such receipt. (f) Merger Sub If necessary to obtain sufficient Common Shares and Preferred Shares to reach the Short Form Threshold (without regard to the exercise of the Top-Up Option), the Purchaser may, and, if requested by the Company, shall (and shall cause the Purchaser to), provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act of at least three (3) Business Days. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period”. The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with pursuant to Article 7. If this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) promptly (and in any event within 24 hours following of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Merger Subthe Purchaser, or this Agreement is terminated prior to the Acceptance Timepurchase of Shares in the Offer, Merger Sub the Purchaser shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub the Purchaser shall give due consideration to any the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Merger Sub Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and Merger Sub the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as promptly as practicable after the date hereof (but in no event later than January 13, 2020)Section 8.01, Merger Sub shall (shall, and Parent shall cause Merger Sub to, on or before the date that is ten (10) commenceBusiness Days after the date of the initial public announcement of this Agreement (but in no event earlier than five (5) Business Days after the date of the initial public announcement of this Agreement), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject to purchase for cash any the terms and all the satisfaction or waiver (ias provided in Section 1.01(c) Shares below) of the conditions set forth in Annex I (other than Shares the “Offer Conditions”) (without limiting the right of Merger Sub to be cancelled terminate, extend or modify the Offer in accordance with Section 2.1(bthe terms of this Agreement)) at . On the Share terms and subject to the conditions of the Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly validly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate“Tendered Shares”) and not properly withdrawn prior to as soon as practicable after the Expiration Date that number (as defined below) and in compliance with applicable Law (as defined below). The acceptance for payment of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to and subject to the Offer, conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide provide, or cause to be provided provided, to Merger Sub on a timely basis the date of the Offer Closing funds sufficient necessary to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become becomes obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition Offer and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be made waived by means of an offer to purchase (Parent and Merger Sub only with the “Offer to Purchase”) that describes the terms and conditions prior written consent of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; providedprovided that, howeverunless otherwise provided in this Agreement or previously approved by the Company in writing, that except with the prior written approval of the Company, Parent and Merger Sub shall not not: (i) decrease the Offer Price, (ii) Price or change the form of consideration payable in the Offer, (iiiii) reduce decrease the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) amend, modify waive or waive amend the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms term of the Offer in a manner that is adverse in to the holders of Shares, or (vi) extend the Expiration Date (as defined below) except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any material respect supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (the “Company Board Recommendation”) in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or Preferred reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it 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 Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (de) Unless extended in accordance with Subject to the terms of this Agreementand conditions set forth in the Offer Documents, the Offer shall expire at one minute after 11:59 p.m. (remain open until midnight, New York City time) on , at the date that is twenty (20) Business Days following the commencement end of the Offer 20th business day (determined using for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date that the Offer is commenced (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has period of time for which the Offer is open shall have been extended pursuant to, and in accordance with with, this AgreementSection 1.01(e) or as may be required by applicable Law, the time and date and time to which the Offer has been so extended (the Initial Expiration Date, Date or such later time and date and time to which the Initial Expiration Date Offer has been extended in accordance with this AgreementSection 1.01(e), the “Expiration Date”). . Notwithstanding the foregoing, (ei) If if, on any then scheduled the then-effective Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) Conditions have not been satisfied or waived by Merger Subwaived, Merger Sub shall (shall, and Parent shall cause Merger Sub to) , extend the Offer for successive periods of up to not more than ten (10) Business Days each(as defined below) (the length of such period to be determined by Merger Sub), or for such longer period as the parties may be agreed between Merger Sub and the Companyagree, in order to permit the satisfaction of such conditions; providedthe Offer Conditions (it being understood, howeverfor the avoidance of doubt, that Merger Sub the Offer shall not be required extended pursuant to extend the this clause (i) if all Offer beyond the Outside Date. The “Outside Date” shall be June 20Conditions have been satisfied or waived), 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. and (fii) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Companyshall, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within 24 hours following one (1) Business Day of such termination), irrevocably and unconditionally ) terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the Acceptance Timeacceptance for payment of Shares tendered in the Offer, Merger Sub shall (shall, and the Parent shall cause Merger Sub to) , promptly return, and shall cause any depositary depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Article 7Agreement, as promptly as practicable after the date hereof (but in no event later than January 13five business days after the announcement of the execution of this Agreement, 2020)the Purchaser shall, Merger Sub shall (and Parent shall cause Merger Sub the Purchaser to) commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer. ------------ The obligation of the Purchaser to, and of Parent to cause the Purchaser to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to purchase for cash any and all the (i) Shares the Minimum Condition (other than Shares to be cancelled as defined in accordance with Section 2.1(bAnnex A)) at the Share Offer Price and , (ii) Preferred Shares at the Preferred Share condition that the Purchaser shall have received the Financing (as defined below) contemplated by the commitment letter dated September 11, 1997 (the "Financing Commitment Letter"), pursuant to which, subject to certain terms --------------------------- and conditions thereof, the lenders named therein have committed to provide all of the Financing (the "Financing") necessary to consummate the Offering and the --------- Merger and the transactions contemplated hereby (the "Financing Condition") and ------------------- (iii) conditions set forth in Annex A attached hereto and to the other conditions of this Agreement. On the terms and subject to the conditions of the Offer Price. Merger Sub and this Agreement, the Purchaser shall, and Parent shall cause Merger Sub the Purchaser to, accept for payment, purchase and pay for all Shares shares of Common Stock validly tendered and Preferred Sharesnot withdrawn pursuant to the Offer that the Purchaser becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. The Purchaser expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the consent of the Company, the Purchaser shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Annex A or otherwise amend the Offer in any manner materially adverse to the Company's stockholders, (iv) except as applicableprovided in the next two sentences, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (i) extend the Offer for a period of not more than 10 business days beyond the initial expiration date of the Offer (which initial expiration date shall be 20 business days following commencement of the Offer), if on the date of such extension less than 90% of the outstanding shares of Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (aii) there being validly tendered in extend the Offer (in from time to time if at the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, initial expiration date or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of extension thereof the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer Purchaser's obligation to purchase shares of Common Stock set forth in Annex I in a manner adverse to the holders of Shares or Preferred Sharesparagraphs (a), (vib) impose and (e) of Annex A shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (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 that are in addition to the conditions to and (iv) extend the Offer set forth in Annex I heretofor 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), (viiii) except as provided in Sections 1.1(eor (iii) and 1.1(f)of this sentence. In addition, terminate, accelerate or otherwise modify or amend the Purchaser shall at the request of the Company extend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend for five business days if at any of the other terms scheduled expiration date of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have Purchaser's obligation to purchase shares of Common Stock shall not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditionssatisfied; provided, however, that Merger Sub the Purchaser shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20November 30, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff1997. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon as practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”14D-l"). The Schedule TO shall -------------- 14D-1 will include disclosure sufficient to satisfy the requirements of Rule 13e-3 under the Exchange Act. The Schedule 14D-1 will include, as exhibits, the offer to purchase pursuant to which the Offer shall be made (the "Offer to -------- Purchase, ") and a form of letter of transmittal and a form of summary advertisement -------- (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “"Offer ----- Documents"). The Offer Documents will 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 furnished by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents”). The Company shall furnish to Parent and Merger Sub agree the Purchaser all information concerning the Company and its affiliates required to be set forth in the Offer Documents. The information supplied by the Company to Parent or the Purchaser, in writing, expressly for inclusion in the Offer Documents and by Parent or the Purchaser to the Company, in writing, expressly for inclusion in the Schedule 14D-9 (as hereinafter defined) will not, at the time so provided, contain any untrue statement of a material fact or omit to state any material fact re- quired 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. (c) Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares and Preferred the Shares, in each case as and to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Each of Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to will promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees the Purchaser will take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred the Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable the opportunity to review the Schedule TO and the Offer Documents 14D-1 (including, without limitation, all documents filed therewith as exhibits) before they are it is filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall the Purchaser will provide the Company and its counsel in writing with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Merger Sub Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall and this Agreement not have having been terminated in accordance with Article 78, as promptly as practicable after the date hereof (but in no event later than January 13Thursday, 2020)June 3, 1999, Merger Sub shall (commence, and Parent and Purchaser shall cause Merger Sub to) to commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), an offer to purchase all of the outstanding shares of common stock, par value $.01 per share (the "Common Stock"), of the Company together with the associated Rights (as hereinafter defined), at a price of $7.50 per share of Common Stock, net to the seller in cash (the "Offer"). Except where the context otherwise requires, all references herein to the shares of Common Stock shall include the associated Rights. The obligation of Merger Sub, and of Parent and Purchaser to cause Merger Sub, to commence the Offer and to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction shares of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly Common Stock tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject only to the conditions set forth in this Agreement.Exhibit A (the "Offer Conditions"). Subject to (cb) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with Without the prior written approval consent of the Company, Parent, Purchaser and Merger Sub shall not (i) decrease waive or increase the Offer PriceMinimum Condition (as defined in Exhibit A), (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) extend the Offer if all of the Offer Conditions are satisfied or waived, (v) change the form of consideration payable in the Offer, or (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (ivvi) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions add to the Offer set forth Conditions or the Offer in Annex I in a any manner adverse to the holders of Shares or Preferred SharesCommon Stock. Notwithstanding the foregoing, (vi) impose conditions to Merger Sub may, without the consent of the Company, extend the Offer that are in addition at any time and from time to time: (i) if at the conditions to then scheduled expiration date of the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms Offer Conditions shall not have been satisfied or waived, such extension not to exceed such time as Merger Sub shall reasonably conclude is necessary for all such conditions to be satisfied or waived; (ii) for any period required by any statute or rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or its staff applicable to the Offer; (iii) for any period required by applicable law in connection with an increase in the consideration to be paid pursuant to the Offer; and (iv) 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, but only if Merger Sub waives all Offer Conditions, for an aggregate period of not more than 10 business days (for all such extensions under this clause (iv)) beyond the latest expiration date that would be permitted under clause (i), (ii) or (iii) of this sentence. Notwithstanding the foregoing, Parent, Purchaser and Merger Sub agree that if all of the Offer in a manner adverse in Conditions are not satisfied on any material respect to the holders scheduled expiration date of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on then, provided that all such conditions are and continue to be reasonably probable of being satisfied by the date that is twenty (20) Business Days following 30 business days after the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date Offer, Parent, Purchaser and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up from time to ten (10) Business Days eachtime until such conditions are satisfied or waived, or such longer period as may be agreed between Merger Sub provided that Parent, Purchaser and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Datedate that is 30 business days after the commencement of the Offer. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend Subject to and in accordance with the terms and conditions of the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if and this Agreement has been terminated (but subject to the right of termination in accordance with Article 7. If this Agreement is terminated in accordance with Article 78), Merger Sub shall (shall, and Parent and Purchaser shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to returnaccept for payment, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement terms of the Offer, Parent all shares of Common Stock validly tendered and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect not withdrawn pursuant to the Offer (together with all amendments, supplements and exhibits thereto, as soon as practicable after the “Schedule TO”). The Schedule TO shall include, as exhibits, expiration of the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 9.01, Purchaser shall (and Parent shall cause Purchaser to) commence the Offer to purchase all of the Shares at the Per Share Amount as promptly as practicable after the date hereof (but in no event later than January 13six (6) Business Days after the date hereof. The obligation of Purchaser to accept for payment and pay for all Shares tendered pursuant to the Offer will be subject to the satisfaction of each of the conditions set forth in Annex A. Purchaser expressly reserves the right to waive any such condition, 2020to increase the price per Share payable in the Offer and to make any other changes in the terms and conditions of the Offer, subject, in each case, to the provisions of Section 2.01(b). Notwithstanding the foregoing, Purchaser shall not be required to commence the Offer if, immediately prior to such commencement, anything shall have occurred that gives rise to a right of (1) Parent to terminate this Agreement or (2) Purchaser, pursuant to clause (a)(4) or (b) of Annex A hereto, to not accept for payment or pay for the Shares; provided, that for purposes of clause (2) above, references to any other date in clause (a)(4) and (b) of Annex A shall be deemed to be the date of the commencement of the Offer; and provided, further, that if Purchaser has not commenced the Offer in accordance with clause (1) or (2) above within forty-five (45) days of the date hereof, the Company shall have the right to terminate this Agreement pursuant to Section 9.01(e). (b) Purchaser shall not, without the prior written consent of the Company, (1) decrease the Per Share Amount or change the form of consideration payable in the Offer, (2) reduce the maximum number of Shares to be purchased in the Offer, (3) impose conditions to the Offer in addition to those set forth in Annex A, (4) modify, waive or change the Minimum Condition, (5) amend or modify any other term of the Offer in a manner adverse to the Company’s shareholders, or (6) extend the Offer in a manner other than in accordance with this Agreement. (c) Purchaser shall from time to time extend the Offer beyond the initial scheduled expiration date, which shall be twenty (20) Business Days following the commencement of the Offer, for five (5) Business Days in each instance (or for such different period to which the Company agrees in its reasonable discretion) if, at the scheduled expiration of the Offer (or any extension thereof), Merger Sub any of the conditions to Purchaser’s obligation to accept Shares for payment is not satisfied or waived. In addition, Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable interpretations or positions of the SEC or its staff. Further, if all of the conditions to the Offer are satisfied or waived but the number of Shares validly tendered and not withdrawn, together with the Shares held by Parent and Purchaser, if any, is less than ninety percent (90%) of the Fully Diluted Shares, then upon the expiration date of the Offer (or any extension thereof), Purchaser may provide “subsequent offering periods,” as such term is defined in, and Parent shall cause Merger Sub to) commencein accordance with, within the meaning of Rule 14d-2 14d-11 under the Exchange Act, for an aggregate period not to exceed twenty (20) Business Days (for all such extensions) and, if such subsequent offering periods are provided, Purchaser shall (1) give the Offer required notice of such subsequent offering period and (2) immediately accept and promptly pay for all Shares tendered as of such applicable expiration date. (d) Promptly upon the satisfaction or waiver (subject to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b2.01(b)) at by Purchaser of the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shallconditions set forth in Annex A, and Parent Purchaser shall cause Merger Sub to, accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to promptly as practicable after the Offer, subject only to: (a) there being validly tendered in expiration date of the Offer (in the aggregateor any extension thereof) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the date of acceptance for payment, the “Minimum ConditionAcceptance Date”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) . On or prior to the date that Merger Sub Purchaser becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis Purchaser the funds sufficient necessary to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become Purchaser becomes so obligated to accept for payment and purchase pay pursuant to the Offer. Subject . (e) Purchaser shall pay the Per Share Amount (less any Taxes required by applicable Law to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”be withheld) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on upon the terms and subject to the conditions set forth 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 this Agreementorder 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 is to be made to a Person other than the Person in whose name the surrendered Certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it will be a condition of payment that the Certificate so surrendered 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 similar Taxes required by reason of the payment of the Per Share Amount to a Person other than the registered holder of the Certificate surrendered, or shall have established to the satisfaction of Purchaser that such Taxes either have been paid or are inapplicable. (cf) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Offer shall be made Schedule TO will contain or incorporate by means of reference an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions forms of the Offer in accordance with applicable Law related letter of transmittal and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended customary documents (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal Purchase and a form of summary advertisement (collectivelysuch other documents, together with any amendments, all supplements and exhibits amendments thereto, being referred to herein collectively as the “Offer Documents”). Parent Parent, Purchaser and Merger Sub the Company agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to correct promptly notify the other party and correct any information provided by it any of them for use in the Offer Documents, if and to the extent Documents that it shall have become false or misleading in any material respect or as otherwise required by applicable Lawmisleading, and Merger Sub agrees Parent and Purchaser further agree to take all steps necessary to cause the Offer DocumentsSchedule TO, as so corrected, to be filed with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by applicable U.S. federal securities Laws to give effect to the Exchange ActOffer. Except following a Change of Board Recommendation, Purchaser shall give the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment upon the Offer Documents before they are filed and all amendments and supplements thereto prior to their filing with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Merger Sub Parent, Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and Merger Sub Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (g) In the event this Agreement is terminated pursuant to Section 9.01 prior to the Acceptance Date, Parent and Purchaser shall promptly terminate the Offer without accepting any Shares previously tendered and Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, all tendered Shares to the registered holders thereof.

The Offer. (a) Provided that this Agreement Parent shall not have been terminated in accordance with Article 7cause Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly soon as reasonably practicable after the date hereof (of this Agreement, but in no event later than January 13, 2020)the 15th Business Day after the date of this Agreement. Notwithstanding the foregoing, Merger Sub shall (not be required to commence the Offer if the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and Parent shall cause to disseminate to holders of Shares, the Schedule 14D-9. The date on which Merger Sub to) commencecommences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled Commencement Date.” In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(b2.1(e)) at , be exchanged for the Share right to receive the Offer Price Consideration. Subject to the terms and (ii) Preferred Shares at conditions of the Preferred Share Offer Price. and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (x) accept for payment, purchase and pay for exchange all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered (and not properly withdrawn withdrawn) pursuant to the Offer as soon as practicable following the Expiration Date, and, after Merger Sub is permitted to do so under applicable Laws (and in any event, no more than two event in compliance with Rule 14e-1(c) of the Exchange Act) and (2y) Business Days after deliver the Expiration Date. The Offer Price payable Consideration in respect of exchange for each Share accepted for exchange pursuant to the Offer. (b) The obligation of Merger Sub to accept for exchange (and Preferred Share, as applicable, the obligation of Parent to cause Merger Sub to accept for exchange) Shares validly tendered (and not properly withdrawn withdrawn) pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject only to the conditions set forth in this AgreementAnnex II (the “Offer Conditions”). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve reserves the right right, in its sole discretion, to (i) increase the Offer Price Consideration and (ii) waive or to make any other changes in to the terms and conditions of the Offer; provided, however, that except with without the prior written approval consent of the Company, Merger Sub shall : (A) the Minimum Tender Condition or any of the conditions set forth in clauses (d) or (e) of Annex II may not be amended or waived; and (iB) decrease no change may be made to the Offer Price, that (ii1) change changes the form of consideration payable to be delivered by Merger Sub pursuant to the Offer, (2) decreases any component of the Offer Consideration, (3) decreases the aggregate number of Shares to be purchased by Merger Sub in the Offer, (iii4) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other imposes conditions to the Offer set forth in Annex I addition to the Offer Conditions or modifies the existing Offer Conditions in a manner adverse to the holders stockholders of Shares the Company, or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii5) except as provided in Sections 1.1(e) and 1.1(fSection 1.1(d), terminate, accelerate or otherwise modify or amend extends the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms expiration time of the Offer in a manner adverse in any material respect to beyond the holders initial expiration time of Shares or Preferred Sharesthe Offer. (d) Unless extended in accordance with the terms of this Agreement, the The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer Commencement Date (determined using calculated as set forth in Rule 14d-1(g)(3) promulgated and Rule 14e-1(a) under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if ). Notwithstanding anything to the Initial Expiration Date has been extended contrary contained in accordance with this Agreement, but subject to the date and parties’ respective termination rights under Section 7.1, (i) if, at the time to as of which the Offer has been so extended (the Initial Expiration Date, or such later date and time is scheduled to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Dateexpire, any of the conditions to the Offer (including the Minimum Condition is not satisfied and the other conditions and requirements set forth in Annex I) have has not been satisfied or waived by Merger Subwaived, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, for additional successive periods of up to ten (10) Business Days eachper extension (with the length of such periods to be determined by Parent), until all Offer Conditions are satisfied or such longer period as may be agreed between Merger Sub and the Company, validly waived in order to permit the satisfaction of such conditionsAcceptance Time to occur; provided, however, that in no event shall Merger Sub shall not or Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer beyond to a date later than the Outside Date; and (ii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer from time to time for any period required by any rule, regulation, interpretation or position of the SEC or the staff of the SEC applicable to the Offer; provided, however that in no event shall Merger Sub or Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer to a date later than the Outside Date. The “Outside For the avoidance of doubt, if, at any Expiration Date” shall be June 20, 2020. In addition, Merger Sub shall extend all of the Offer for any period Conditions have been satisfied or periods required waived in writing by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if Parent and this Agreement has not otherwise been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, its terms Merger Sub shall (and Parent shall cause Merger Sub to) promptly (accept for exchange, and in any event within 24 hours following such termination), irrevocably and unconditionally terminate deliver the Offer Consideration for, all Shares validly tendered and shall not acquire any Shares or Preferred Shares validly withdrawn pursuant thereto. If to the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthis Agreement. (ge) As soon as reasonably practicable on after the date of this Agreement, Parent shall prepare and file with the commencement SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the OfferOffer (the “Registration Statement”). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) under the Exchange Act (the “Preliminary Prospectus”). On the Offer Commencement Date, Parent and Merger Sub shall file shall: (i) cause to be filed with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, which will contain or incorporate by reference the Offer to Purchase, a form Preliminary Prospectus and forms of the related letter of transmittal and a form of summary advertisement (collectivelysuch Tender Offer Statement on Schedule TO and all exhibits, together with any amendments, amendments and supplements and exhibits thereto, thereto being referred to collectively in this Agreement as the “Offer Documents”). Parent ; and Merger Sub agree to (ii) cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities applicable Laws, including the Exchange Act. Parent and Merger Sub, Sub shall cause the Registration Statement and the Offer Documents and the filing and dissemination thereof to comply in all material respects with the applicable Laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the one handRegistration Statement and the Offer Documents (including all amendments and supplements thereto) prior to the filing thereof with the SEC, and Parent and Merger Sub shall consider and incorporate any such comments as Parent, Merger Sub and their counsel deem appropriate. Parent and Merger Sub shall promptly provide the CompanyCompany and its counsel with a copy of any written comments and a description of any oral comments received by Parent, on Merger Sub or their counsel from the other handSEC or its staff with respect to the Registration Statement or the Offer Documents. Each of Parent and Merger Sub shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, agree the Offer Documents or the Offer. To the extent required by the applicable Laws, (1) each of Parent, Merger Sub and the Company shall use reasonable best efforts to correct promptly notify the other party and correct any information provided by it for use in the Registration Statement or the Offer Documents, if and Documents to the extent that it becomes aware that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and (2) Parent and Merger Sub agrees shall take all steps necessary to promptly cause the Registration Statement and the Offer Documents, as so correctedsupplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, as and . The Company shall promptly furnish to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by all information concerning the Company and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). Parent shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as possible after its counselfiling and to maintain its effectiveness for so long as shall be required for the issuance of Parent Common Stock pursuant to the Offer and the Merger. In addition, except following a Change of Board RecommendationFollowing the time the Registration Statement is declared effective, Parent and shall file the final prospectus included therein under Rule 424(b) under the Securities Act. (f) Neither Parent nor Merger Sub shall provide terminate or withdraw the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect Offer prior to the Schedule TO or then scheduled expiration of the Offer Documents promptly after receipt of such commentsunless this Agreement is validly terminated in accordance with this Agreement, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and in which case Merger Sub shall give due consideration to (and Parent shall cause Merger Sub to) irrevocably and unconditionally terminate the reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable after the date hereof (hereof, but in no event later than January 13the fifth business day after the public announcement of the execution of this Agreement, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, Subsidiary to commence (within the meaning of Rule 14d-2 under the Securities Exchange ActAct of 1934), and Merger Subsidiary shall commence, an offer (the Offer "OFFER") to purchase for cash all issued and outstanding shares, together with the associated rights to purchase Series B Participating Cumulative Preferred Stock ( collectively, the "SHARES") of common stock, $.00l par value per share, of the Company (the "COMMON STOCK") at a price of $20 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 as the "OFFER PRICE"). The Offer shall be subject to only those conditions set forth in Annex A (any of which may be waived by Merger Subsidiary in its sole discretion; provided that, without the consent of the Company, Merger Subsidiary shall not waive the Minimum Tender Condition (as defined in Annex A)). (b) As soon as practicable on the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the Securities and Exchange Commission (the "SEC") with respect to the Offer a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1"), which will comply in all material respects with the provisions of applicable federal securities laws and will contain the offer to purchase relating to the Offer (the "OFFER TO PURCHASE") and forms of related letters of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to herein collectively as the "OFFER Documents"). Parent will deliver copies of the proposed forms of the Schedule 14D-1 and the Offer Documents (as well as any change thereto) to the Company within a reasonable time prior to the commencement of the Offer for prompt review and comment by the Company and its counsel. Parent will provide the Company and its counsel in writing any comments that Merger Subsidiary, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and Merger Subsidiary represent that the Schedule 14D-1 and the Offer Documents (including any amendments or supplements thereto) (i) Shares shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (other than Shares to be cancelled in accordance with Section 2.1(b)collectively, the "EXCHANGE ACT") at the Share Offer Price and (ii) Preferred Shares shall not, in the 6 case of the Schedule 14D-1 at the Preferred Share time filed with the SEC and at the time the Offer Price. Merger Sub shall, is consummated and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions case of the Offer in accordance with applicable Law Documents when first published, sent or given to the stockholders of the Company and this Agreement, including at the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase time the Offer Price is consummated, 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 any other changes the statements therein, in the terms and conditions light of the Offercircumstances under which they are made, not misleading; provided, however, that except Parent and Merger Subsidiary make no covenant, representation or warranty as to any of the information relating to and supplied by the Company in writing specifically for inclusion in the Schedule 14D-1 or the Offer Documents (including any amendments or supplements thereto). Parent and Merger Subsidiary shall promptly correct any information in the Schedule 14D-1 or the Offer Documents that shall have become false or misleading in any material respect and take all steps necessary to cause such Schedule 14D-1 or Offer Documents as so corrected to be filed with the prior written approval SEC and disseminated to the stockholders of the Company, as and to the extent required by applicable law. Parent and Merger Sub shall not Subsidiary will provide copies of any amendments or supplements to the Offer Documents or the Schedule 14D-1 to the Company prior to any filing of such amendments or supplements with the SEC in order to provide the Company and its counsel with a reasonable opportunity to review and comment thereon. (ic) Each of Parent and Merger Subsidiary expressly reserves the right to modify the terms of the Offer, except that neither Parent nor Merger Subsidiary shall, without the prior written consent of the Company, decrease the Offer Priceconsideration payable in the Offer, (ii) change the form of consideration payable in the Offer, (iii) reduce decrease the maximum number of Shares or Preferred Shares sought pursuant to be purchased in the Offer, (iv) amend, change or modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the Company or holders of Shares or Preferred Shares, (vi) impose additional conditions to the Offer that are in addition to Offer, waive the conditions to the Offer set forth in Annex I heretoMinimum Tender Condition, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms term of the Offer in a any manner adverse in any material respect to the Company or holders of Shares or Preferred Shares. . Notwithstanding the foregoing, Merger Subsidiary, without the consent of the Company, (di) Unless extended in accordance with the terms of this Agreement, must extend the Offer shall expire at one minute for an aggregate of 10 additional business days after 11:59 p.m. (New York City time) on the then scheduled expiration date that is twenty (20) Business Days following the commencement of the Offer to the extent necessary to permit such condition to be satisfied (determined using Rule 14d-1(g)(3the "FIRST EXTENSION PERIOD"), (ii) promulgated under may extend the Exchange Act) (such date and time, the “Initial Expiration Date”) orOffer, if at the Initial Expiration Date has been extended in accordance with this Agreement, end of the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, First Extension Period any of the conditions to the Offer (including the Minimum Condition Merger Subsidiary's obligation to accept for payment and the other conditions and requirements set forth in Annex I) pay for Shares shall not have not been satisfied, until such time as such condition is satisfied or waived by Merger Sub, Merger Sub shall and (and Parent shall cause Merger Sub toiii) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law any rule, regulation, interpretation or applicable rules, regulations, interpretations or positions position of the SEC or its staffthe staff thereof applicable to the Offer. (fd) Parent will provide or cause to be provided to Merger Sub shall not terminate Subsidiary on a timely basis the Offer prior funds necessary to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly returnaccept for payment, and shall cause any depositary acting on behalf of pay for, Shares that Merger Sub Subsidiary becomes obligated to returnaccept for payment, in accordance with applicable Lawand pay for, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (ge) As soon as practicable on the date of the commencement of Merger Subsidiary shall accept for payment, and pay for, Shares in accordance with the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect subject to the Offer (together with all amendments, supplements and exhibits thereto, satisfaction or waiver of the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and conditions to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer.

The Offer. (a) Provided that Subject to this Agreement shall not have having been terminated in accordance with Article 7the provisions of Section 8.1 hereof, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable after the date hereof (practicable, but in no event later than January 13five business days from the date of the public announcement of the terms of this Agreement or the Offer, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer commence an offer to purchase for cash any and all (i) Shares (other than Shares to as it may be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis amended in accordance with the Certificate terms of Designationsthis Agreement, the "OFFER") that are then issued and all of the Company's outstanding shares of common stock, no par value (the “Minimum Condition”"SHARES"); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. Exhibit A hereto (cthe "CONDITIONS"), at a price of $13.00 per Share, net to the seller in cash. Subject only to the Conditions, Purchaser shall, and Parent shall cause Purchaser to, (i) The accept for payment and pay for all Shares tendered pursuant to the Offer as promptly as practicable following the expiration date of the Offer, and (ii) extend the period of time the Offer is open until the first business day following the date on which the Conditions are satisfied or waived in accordance with the provisions thereof; provided that (x) Purchaser shall be made by means permitted but shall not -------- be obligated to extend the time the Offer is open if the Company is in breach in any material respect of an offer its covenants or agreements contained herein and (y) Purchaser shall be permitted but shall not be obligated to purchase (extend the “time the Offer is open if there is a reasonable likelihood that one or more of the Conditions cannot be satisfied; and provided, further, that the Purchaser shall -------- ------- in no event be obligated or permitted to Purchase”) that describes extend the terms and conditions period of time the Offer is open beyond July 15, 1996. Neither Purchaser nor Parent will extend the expiration date of the Offer in accordance with applicable Law and this Agreement, including beyond the conditions and requirements set forth in Annex I. To twentieth business day following commencement thereof unless one or more of the extent permitted by applicable Law, Parent and Merger Sub Conditions shall not be satisfied. Purchaser expressly reserve reserves the right to increase the Offer Price or to make any other changes in amend the terms and conditions of the Offer; provided, however, that except with without the prior written approval consent of the Company, Merger Sub shall not no amendment may be made -------- which (i) decrease decreases the Offer Price, (ii) change price per Share or changes the form of consideration payable in the Offer, (iiiii) reduce decreases the maximum number of Shares sought, or Preferred Shares sought to be purchased in the Offer, (iviii) amend, modify or waive the Minimum Condition, (v) amend any of the other imposes additional conditions to the Offer set forth or amends any other term of the Offer in Annex I in a any manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions . Upon the terms and subject to the Offer that are in addition to Conditions, Purchaser will accept for payment and purchase, as soon as permitted under the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Offer, all Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date validly tendered and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf expiration of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon The Company will not, nor will it permit any of its wholly owned Subsidiaries (as practicable on defined below) to, tender into the date Offer any Shares beneficially owned by it; provided, that Shares held beneficially or of record -------- by any plan, program or arrangement sponsored or maintained for the benefit of employees of the commencement Company or any of the Offer, Parent and Merger Sub its Subsidiaries shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents not be deemed to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto held by the Company and its counsel. In addition, except following a Change regardless of Board Recommendation, Parent and Merger Sub shall provide whether the Company and its counsel with copies has, directly or indirectly, the power to vote or control the disposition of such Shares. For purposes of this Agreement, "SUBSIDIARY" means, as to any Person (as defined below), any corporation, partnership or joint venture, whether now existing or hereafter organized or acquired: (a) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any written commentscontingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (b) in the case of a partnership or joint venture, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub in which such Person or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt a Subsidiary of such commentsPerson is a general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, and "PERSON" means any written individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselother entity.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as promptly as practicable after VII and none of the date hereof events or circumstances set forth in clause (but in no event later than January 13, 2020iii) of Annex A hereto shall have occurred and be existing (and shall not have been waived by Purchaser), Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act, ”)) the Offer to purchase all of the Shares at the Offer Price as promptly as reasonably practicable, but in no event later than ten (10) Business Days, after the date of this Agreement; provided, however, that such ten (10) Business Day deadline to commence the Offer will be extended to such date as the 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 cash any payment and all pay for Shares tendered pursuant to the Offer shall be subject only to (ix) Shares (other than Shares to the satisfaction of the condition that at the expiration of the Offer there be cancelled validly tendered in accordance with Section 2.1(b)) at the Share terms of the Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatwhich, when taken together with the number of Shares and Preferred Shares (if any) then owned by the ParentParent or any of its Subsidiaries, equals at least a majority represents more than 50% of the voting power represented by Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are 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) or similar obligations regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) (the “Minimum Condition”); , and (by) the satisfaction, satisfaction (or waiver by Merger Sub, Purchaser) of the other conditions and requirements set forth in Annex I. A hereto. Purchaser expressly reserves the right to waive any of such conditions (bother 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 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 be purchased in the Offer, imposes conditions to 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 the holders of Shares or, except as provided below, extends the expiration date of the Offer. Notwithstanding the foregoing, 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 commencement of the Offer, or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered 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 Purchaser may agree in 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 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 Merger Sub Purchaser becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis Purchaser the funds sufficient necessary to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become Purchaser becomes so obligated to accept pay for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interestshall, subject to any required withholding of Taxes required by applicable LawTaxes, on be net to the sellers in cash, upon the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, . The Company agrees that except with no shares of Company Common Stock held by the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares Company or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth its Subsidiaries will be tendered in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon promptly as practicable on the date of the commencement of the Offer, Parent and Merger Sub Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”)) with respect to the Offer. The Schedule TO shall include, as exhibits, contain or incorporate by reference an offer to purchase and forms of the Offer to Purchase, a form of related letter of transmittal and a form of summary advertisement all other ancillary Offer documents (collectively, together with any all amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares and Preferred Shares, as and to the extent required by applicable federal securities Laws, including the Exchange ActLaws and rules and regulations promulgated thereunder. Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, agree to shall promptly notify the other party and correct any information provided by it them for use in the Offer Documents, Documents if and to the extent that it shall be or shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Sub agrees to Parent and Purchaser shall cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and disseminated to holders of Shares and Preferred the Shares, in each case, as and to the extent required by the Exchange Actapplicable federal securities Laws and rules and regulations promulgated thereunder. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment upon the Offer Documents before they are filed with the SEC, SEC and Parent and Merger Sub shall give due consideration disseminated to any additions, deletions or changes suggested thereto by the Company and its counselholders of Shares. In addition, except following a Change of Board Recommendation, Parent and Merger Sub Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, comments that Parent and Merger Sub or its Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The consult with the Company and its counsel prior to responding to any such comments and provide the Company with copies of all such responses. (c) Purchaser shall be given a reasonable opportunity entitled to review deduct and withhold from the consideration otherwise payable pursuant to the Offer (or in connection with any subsequent offering period) any such responses amounts as are required to be deducted and Parent and Merger Sub shall give due consideration withheld with respect to the reasonable additionsmaking of such payment under the Internal Revenue Code of 1986, deletions as amended (the “Code”), or changes suggested thereto by the Company and its counselunder any provision of state, local or foreign Tax Law.

The Offer. (a) Provided that Upon the terms and subject to the conditions of this Agreement shall not have been terminated in accordance with Article 7Agreement, as promptly as practicable after the date hereof (but in no event later than January 13seven Business Days) after the date of this Agreement, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub Purchaser shall, and Parent shall cause Merger Sub Purchaser to, file with Securities and Exchange Commission (the “SEC”) amended Offer Documents, reflecting the offer to purchase all of the Shares at the Offer Price, and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by federal securities Laws. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, purchase and pay for all Shares and Preferred Sharesfor, as applicable, validly any shares of Company Common Stock tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, are subject to any withholding of Taxes required by applicable Law, on the terms and subject only to the conditions set forth in this Agreement. Exhibit A (c) The Offer shall as they may be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer amended in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the “Offer Conditions”). (i) The expiration date of the Offer pursuant to the amended Offer Documents shall expire at one minute after 11:59 p.m. (be 5:00 p.m., New York City time) , on the date that is twenty (20) Business Days 15th business day following the commencement filing of the amended Offer Documents pursuant to Section 1.1(a) (determined using pursuant to Rule 14d-1(g)(3) promulgated under the Exchange Act of 1934 (the “Exchange Act”)) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date Offer has been extended in accordance with this Agreement, at the time and date and time to which the Offer has been so extended (the Initial Expiration Date, Date or such later time and date and time to which the Initial Expiration Date Offer has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on . Purchaser expressly reserves the right, at any then scheduled Expiration Datetime, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditionsOffer; provided, however, that Merger Sub that, without the prior written consent of the Company, Purchaser shall not be required (A) reduce the number of shares of Company Common Stock subject to the Offer, (B) reduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition, (D) add to the Offer Conditions or make any condition to the Offer more difficult to satisfy, (E) extend the Offer beyond Expiration Date other than in accordance with this Agreement or provide a “subsequent offering period” within the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend meaning of Rule 14d-11 promulgated under the Exchange Act or (F) otherwise amend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions in a manner adverse to the holders of the SEC or its staff. (f) Merger Sub Shares generally. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with Article 7pursuant to Section 8.1. If this Agreement is terminated in accordance with Article 7pursuant to Section 8.1, Merger Sub shall (Purchaser shall, and Parent shall cause Merger Sub Purchaser to) , promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally ) terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger SubPurchaser, or if this Agreement is terminated pursuant to Section 8.1 prior to the Acceptance Timeacceptance for payment and payment for Shares in the Offer, Merger Sub Purchaser shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof thereof. (ii) Parent and Merger Sub shall Purchaser agree that if on any scheduled Expiration Date of the Offer, any of the Offer Conditions (including the Minimum Tender Condition and the other Offer Conditions set forth in Exhibit A) is not satisfied or, in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and applicable Law), then Purchaser shall, and Parent shall cause Merger Sub not Purchaser to, extend the Offer for successive periods of time of up to ten Business Days (the length of such periods to be determined by Parent, in its sole discretion) accept any Shares or Preferred Shares such number of Business Days as the parties may agree in order to permit the satisfaction of such conditions; provided, however, that if the sole then unsatisfied condition is the Minimum Tender Condition, Purchaser shall so extend the Offer if and only if the Company shall have delivered to Purchaser a written request that Purchaser so extend the Offer; provided further, that if the Antitrust Condition shall have been satisfied less than five business days prior to the Expiration Date (as determined pursuant to the Offer. (gRule 14d-1(g)(3) As soon as practicable on the date of the commencement Exchange Act), no such consent of the Offer, Company shall be required for Parent and Merger Sub shall file with to extend the SECOffer for a period of up to five business days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act). Notwithstanding the foregoing, in accordance with no event shall Purchaser be required to (1) extend the Offer beyond the Outside Date or (2) extend the Offer at any time that Parent or Purchaser is permitted to terminate this Agreement pursuant to Article VIII. In addition, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer (i) for any period or periods required by applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or rules of any securities exchange and (ii) for a period of five business days (determined pursuant to Rule 14d-3 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within the five business day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Date, the Company Board shall have provided Parent notice pursuant to Section 6.5(b) or Section 6.5(d) of its intention to make a Tender Change in Company Recommendation or otherwise terminate the Agreement as provided in Section 6.5(b). (iii) Subject to the satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) by Purchaser of the Offer Statement on Schedule TO with respect Conditions as of any scheduled Expiration Date, Purchaser shall, and Parent shall cause Purchaser to, accept for payment and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all Shares validly tendered and not validly withdrawn pursuant to the Offer (together with all amendments, supplements and exhibits thereto, promptly after the “Schedule TO”). The Schedule TO shall include, as exhibits, expiration of the Offer on such Expiration Date. Acceptance for payment of Shares pursuant to Purchase, a form and subject to the conditions of letter the Offer upon the expiration of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the Offer is referred to in this Agreement as the “Offer DocumentsClosing”), and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. (b) The Offer Documents shall comply in all material respects with the applicable provisions of the Exchange Act and other federal securities Laws. Parent Each of Parent, Purchaser and Merger Sub agree to cause the Company shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Sub agrees each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC and disseminated to holders the stockholders of Shares and Preferred Sharesthe Company, in each case, case as soon as reasonably practicable and as and to the extent required by the Exchange Actapplicable federal securities Laws. Except following a Change of Board Recommendation, Parent and Purchaser shall promptly notify the Company and its counsel shall be given a reasonable opportunity to review upon the Schedule TO and the Offer Documents before they are filed with receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and Parent shall promptly provide the Company with copies of all correspondence and Merger Sub shall give due consideration summaries of all material oral communications between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of any Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any additions, deletions or changes suggested thereto by comments of the Company and its counsel. In addition, except following a Change of Board RecommendationSEC with respect to the Offer Documents, Parent and Merger Sub Purchaser shall provide the Company and its counsel with copies of any written commentsa reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Purchaser shall provide them an oral summary of give reasonable consideration to any oral such comments, . In the event that Parent and Merger Sub or its counsel may receive from time to time Purchaser receives any comments from the SEC or its staff with respect to the Schedule TO Offer Documents, each shall use its reasonable best efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the consideration necessary to pay for any Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill all of Purchaser’s obligations under this Agreement. (d) At or prior to the Effective Time, Parent shall engage a nationally-recognized financial institution reasonably satisfactory to the Company to act as paying agent in connection with the Offer and the Merger (the “Paying Agent”). Parent, Purchaser or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer Documents promptly after receipt to any holder of Shares such amounts as Parent, Purchaser or the Paying Agent is required to deduct and withhold with respect to the making of such commentspayment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any written provision of state or oral responses theretolocal Tax Law. The Company To the extent that amounts are so withheld and its counsel paid over by Parent, Purchaser or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration treated for all purposes of this Agreement as having been paid to the reasonable additionsholder of the Shares in respect of which such deduction and withholding was made by Parent, deletions Purchaser or changes suggested thereto by the Company and its counselPaying Agent.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 78, as promptly as practicable after the date hereof (but in and that no event shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex A, no later than January 135:30 p.m. Eastern Daylight Savings time on July 28, 2020)2009, Merger Sub shall (and Parent shall cause Merger Sub to) to commence, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled Offer. In the Offer, each Share accepted by Merger Sub in accordance with Section 2.1(b)) at the Share terms of the Offer Price and (ii) Preferred Shares at shall be exchanged for the Preferred Share right to receive from Merger Sub the Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, to accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptancepayment, the “Acceptance Time”) and pay for all Shares and Preferred Shares which have been validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date. Notwithstanding the above, andthe obligation of Merger Sub to accept for payment, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly pay for all Shares tendered and not properly withdrawn pursuant to the Offer shall be paid subject (x) to the seller in cashcondition that the number of Shares validly tendered and not withdrawn shall be at least the minimum number of Shares required to approve this Agreement, without interest, subject to any withholding of Taxes required by applicable Law, on the terms Merger and subject the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA (the “Minimum Condition”), and (y) to the other conditions set forth in this Agreement. (c) Annex A. The Offer shall be made by means of an offer conditions to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To A are for the extent permitted by applicable Law, sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to the following sentence. Merger Sub expressly reserve reserves the right to increase the Offer Price or to make any other changes amount of consideration payable in the terms Offer and conditions to waive any condition of the Offer, except the Minimum Condition; providedprovided that, howeverMerger Sub, that except at its sole option, may waive such Minimum Condition (i) if the number of Shares validly tendered and not withdrawn shall be at least equal to the difference between (x) the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA, less (y) the number of Shares subject to Support Agreements or (ii) with the prior written approval consent of the Company. The failure of Parent or 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. Without the prior written consent of the Company, Merger Sub shall not (i) decrease the amount of consideration payable in the Offer Price, (ii) or change the form of consideration payable in the Offer, (iii) reduce decrease the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other impose additional conditions to the Offer set forth in Annex I in a manner adverse to or reduce the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, time period during which the Offer shall expire at one minute after 11:59 p.m. (New York City time) on remain open. The Company agrees that no Shares held by the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, Company or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth its Subsidiaries will be tendered in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Sub shall (i) file or cause to be filed with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a combined Schedule 13E-3 and Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the ) and related Offer to Purchase, a form of letter of transmittal and a form of summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with and including any amendments, supplements and exhibits or amendments thereto, the “Offer Documents”). Parent ) and Merger Sub agree to (ii) cause the Offer Documents to be disseminated to the holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Actapplicable Law. The Company shall promptly furnish to Parent and Merger Sub, on Sub in writing all information concerning the one handCompany that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of all material disclosure relating to (i) the company financial advisor ▇▇▇▇▇ & Company LLC (including the amount of fees and other consideration that ▇▇▇▇▇ & Company LLC will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (ii) the financial advisor ▇▇▇▇▇▇▇ & Company (including the amount of fees and other consideration that ▇▇▇▇▇▇▇ & Company shall receive in connection with the opinion referred to in Section 4.20), (iii) the opinions of each of ▇▇▇▇▇ & Company LLC and ▇▇▇▇▇▇▇ & Company referred to in Section 4.20 and (iv) the information that formed the basis for rendering each of such opinions, subject to the approval of the form of such disclosure by ▇▇▇▇▇ & Company LLC and ▇▇▇▇▇▇▇ & Company, on respectively, such approval not to be unreasonably withheld or delayed. Each of Parent, Merger Sub and the other hand, agree Company agrees promptly to promptly notify the other party and correct any information provided by it for use in the Schedule TO or the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees shall use their reasonable best efforts to cause the Offer Documents, Schedule TO as so corrected, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares and Preferred Shares, in each case, as soon as reasonably practicable and as and to the extent required by the Exchange Actapplicable federal securities Laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before they are any such document is filed with the SEC, and Parent and Merger Sub shall give due reasonable and good faith consideration to any additions, deletions or changes suggested thereto comments made by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of (i) any written commentscomments or other communications, and shall provide inform them an oral summary of any oral commentscomments or other communications, that Parent and Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Company and its counsel shall be given (ii) a reasonable opportunity to review participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). (c) Subject to the terms and conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the twentieth Business Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the date the Offer is commenced (the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that Merger Sub shall: (i) from time to time extend the Offer for one or more periods of up to 20 Business Days each, the length of each such responses period to be determined by Merger Sub in its sole discretion, if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Condition and the conditions and requirements set forth in Annex A, shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, and (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. Merger Sub may, from time to time, extend the Offer for a period of no more than 20 days in the aggregate, if at the scheduled Expiration Date less than 80% of the number of Shares then outstanding less the number of shares held by persons subject to Support Agreements (the “Support Agreement Shares”) have been validly tendered and not withdrawn. Notwithstanding the above, in no event shall Merger Sub be required to, or shall Parent be required to cause Merger Sub to, extend the Offer beyond the Outside Date (as hereinafter defined). In no event shall Merger Sub extend the Offer beyond the Outside Date without the consent of the Company. Parent and Merger Sub shall give due consideration comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the reasonable additionsOffer promptly following the acceptance of such Shares for payment pursuant to the terms and subject to the conditions of the Offer and this Agreement. This paragraph shall not be deemed to impair, deletions limit or changes suggested thereto by otherwise restrict in any manner the Company and its counselright of Parent or Merger Sub to terminate this Agreement pursuant to Article VIII.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article 7ARTICLE 10 and (ii) all of the conditions set forth in clauses (b), (c) and (g) of Annex I shall then be satisfied (in the case of clause (b), with respect to covenants and obligations that the Company is required to comply with or to perform prior to such time) or waived (to the extent applicable) by Parent and Merger Sub, as promptly as reasonably practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) commencethe Offer; provided, however, Merger Sub shall not be required to commence the Offer if the Company shall not: (A) have provided to Parent on a timely basis all information reasonably requested by Parent in connection with the preparation of the Offer Documents; (B) have given Parent and its legal counsel reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC and reasonable consideration to any such comments provided by Parent or its legal counsel; and (C) be prepared to file with the SEC immediately following commencement of the Offer, and to disseminate to holders of Shares, the Schedule 14D-9. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” (b) In the Offer, each Share accepted by Merger Sub in accordance with the terms and subject to the conditions of the Offer shall be exchanged for the right to purchase receive the Offer Price, which at the election of the holder means, for cash any and all each Share (i) Shares that amount of cash equal to the Per Share Cash Purchase Price, without interest (other than Shares to be cancelled in accordance with Section 2.1(bsuch amount for each such Share, the “Cash Consideration”)) at the Share Offer Price and , or (ii) Preferred that number of fully paid and non-assessable Parent Common Shares at equal to the Preferred Exchange Ratio, without interest (the “Share Consideration,”), in each case subject to proration as set forth in Section 2.01(f) and subject to the other provisions of this Section 2.01. (c) Notwithstanding any other terms or provisions of the Offer Price. or this Agreement, and in addition to (and not in limitation of) Merger Sub’s rights to extend and amend the Offer (subject to the provisions of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, not be obligated to accept for payment, purchase and, subject to the rules and regulations of the SEC (including Rule 14e-1(c) promulgated under the Exchange Act), shall not be obligated to pay for, or may delay the acceptance for all payment of or payment for, any validly tendered Shares pursuant to the Offer (and Preferred Sharesnot theretofore accepted for payment), as applicableif (i) immediately prior to the Expiration Date, there shall not have been validly tendered and not properly validly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares that would represent one Share more than one-half (if any1/2) then owned by the Parent, equals at least a majority of the voting power represented by Adjusted Outstanding Share Number, calculated as of immediately prior to the Shares and Preferred Shares Acceptance Time (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (such condition being the “Minimum Condition”); and (bii) at the satisfactionExpiration Date, or waiver by Merger Sub, any of the other conditions and requirements set forth in Annex I. I (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, I are referred to collectively as the “Offer Conditions”) shall not have been satisfied or waived (to the extent applicable) by Parent and Merger Sub shall accept for payment (the time Sub. For purposes of such acceptancethis Agreement, the “Acceptance Time”Adjusted Outstanding Share Number” shall be the number of Shares equal to the sum of: (A) the aggregate number of Shares issued and pay for outstanding immediately prior to the applicable time of determination; plus (B) all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant that the Company may be required to issue upon the Offer as soon as practicable following the Expiration Datevesting, andconversion, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Sharesettlement or exercise, as applicable, validly of all Company Stock Options and other Company Securities that are outstanding immediately prior to the applicable time of determination, regardless of the conversion or exercise price or other terms and conditions thereof. For purposes of determining whether the Minimum Condition has been satisfied, Parent and Merger Sub may, in their sole discretion, include or exclude Shares tendered and not properly withdrawn in the Offer pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreementguaranteed delivery procedures. (cd) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right right, in their sole discretion, to (i) increase the Offer Price or to Price, (ii) waive any Offer Condition, and (iii) make any other changes in to the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with not, except pursuant to Section 6.02(b): (A) amend, modify or waive the SECMinimum Condition or the Termination Condition; (B) change the form of consideration to be delivered by Merger Sub pursuant to the Offer; (C) decrease the Offer Price or the number of Shares sought to be purchased by Merger Sub in the Offer; (D) impose any conditions to the Offer in addition to the Offer Conditions; (E) except as permitted by this Agreement, terminate the Offer; (F) except as permitted by this Agreement, extend or otherwise change the Expiration Date; (G) except as permitted by Section 2.01(l), provide any “subsequent offering period” in accordance with Rule 14d-3 under 14d-11 of the Exchange Act; or (H) otherwise amend the Offer or waive or modify any Offer Condition in any manner that adversely affects (other than in an immaterial respect) the holders of Shares generally. (e) Subject to Sections 2.01(f), (g) and (i), each holder of Shares shall be entitled to elect for the Shares held by such holder (i) the number of such Shares that such holder desires to exchange for the right to receive the Cash Consideration (a “Cash Election”), and (ii) the number of such Shares that such holder desires to exchange for the right to receive the Share Consideration (a “Share Election”). Any Cash Election or Share Election shall be referred to herein as an “Election,” and shall be made on a form mutually agreed by Parent, Merger Sub and the Company for that purpose (a “Form of Election”), included as part of the letter of election and transmittal accompanying the Offer. Holders of record who hold Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election on behalf of their respective beneficial holders, but only one (1) such Form of Election for each such beneficial holder. For the avoidance of doubt, a Tender Offer Statement on Schedule TO holder of Shares may make a Cash Election and/or a Share Election with respect to all or any part of such holder’s Shares. (f) Notwithstanding anything herein to the Offer contrary: (together with all amendmentsi) If the total number of Cash Elections would require aggregate cash payments in excess of the Cash Available, supplements and exhibits theretosuch Elections shall be subject to proration as follows: for each Cash Election, the “Schedule TO”)number of Shares that shall be converted into the right to receive the Cash Consideration shall be (A) the total number of such Shares subject to such Cash Election multiplied by (B) the Cash Proration Factor, rounded down to the nearest Share. The Schedule TO “Cash Proration Factor” means a fraction (x) the numerator of which shall include, as exhibits, be the Offer Cash Available and (y) the denominator of which shall be the product of the aggregate number of Shares subject to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to all Cash Elections made by all holders of such Shares and Preferred Shares, as and (before giving effect to the extent required proration provisions of this Section 2.01(f)), multiplied by federal securities Lawsthe Cash Consideration. Each Share subject to such Cash Election that was not converted into the right to receive the Cash Consideration in accordance with this Section 2.01(f) shall be converted into the right to receive the Share Consideration. All prorations resulting from this Section 2.01(f) shall be applied on a pro rata basis, including such that each holder who tenders Shares subject to a Cash Election bears its proportionate share of the Exchange Act. Parent and Merger Subproration, based on the one hand, and percentage of all such Shares subject to Cash Elections that is reflected by the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders total amount of Shares and Preferred Shares, in each case, as and subject to the extent required a Cash Election tendered by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselholder.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 9.1 and subject to the provisions of this Agreement, including the conditions to the Offer set forth in Exhibit A hereto, as promptly as practicable after the date hereof (but in no event later than January 13of the public announcement by Parent and the Company of this Agreement, 2020)Sub shall, Merger Sub shall (and Parent shall cause Merger Sub to) , commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer PriceOffer. Merger Sub shall, and Parent shall cause Merger The obligation of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, purchase and pay for all for, any Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject only to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase Exhibit A (the “"Offer to Purchase”Conditions") that describes the terms and conditions (any one or more of the Offer which may be waived in accordance with applicable Law and this Agreementwhole or in part by Sub in its sole discretion, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Lawprovided that, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with without the prior written approval consent of the Company, Merger Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) decrease reduce the Offer Pricenumber of Shares sought in the Offer, (ii) decrease the price per Share, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions in a manner adverse to the holders of Shares (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in (b) below, extend the Offer, (v) change the form of consideration payable in the Offer, Offer (iiiother than by adding consideration) reduce the maximum number of Shares or Preferred Shares sought to be purchased (vi) make any other change or modification in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to terms of the Offer set forth in Annex I in a any manner that is adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (db) Unless extended in accordance with the terms of this Agreement, the The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days 20 business days following the commencement thereof. Parent and Sub agree that Sub will not terminate the Offer between scheduled expiration dates (except in the event that this Agreement is terminated pursuant to Section 9.1) and that, in the event that Sub would 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 pursuant to Section 9.1, Sub shall, and Parent shall cause Sub to, extend the Offer for such period or periods as shall be determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (by Sub until such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which as the Offer has Conditions have been so extended (the Initial Expiration Date, satisfied or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived as required by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditionsapplicable law; provided, however, that Merger nothing herein shall require Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” 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 June 20satisfied or waived, 2020. In addition, Merger Sub shall until such time as such conditions are satisfied or waived and (ii) extend the Offer for any period or periods required by applicable Law any rule, regulation, interpretation or applicable rules, regulations, interpretations or positions position of the SEC or its staff. (f) Merger the staff thereof applicable to the Offer or as might be required by the NYSE. Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated provide for a subsequent offering period in accordance with Article 7Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept and pay for 16,730,502 Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept and exchange for under applicable law, as soon as practicable after the expiration of the Offer, and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act; provided, however, that no such payment shall be made until after Parent and Sub shall have calculated how cash should be prorated if more than 16,730,502 Shares are validly tendered and not withdrawn pursuant to the Offer. If this Agreement is terminated in accordance with Article 7by either Parent or Sub or by the Company, Merger Sub shall (shall, and Parent shall cause Merger Sub to) , promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gc) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO (together with all supplements and amendments thereto, the "Schedule TO") with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of related letter of transmittal transmittal, and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to shall cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Parent and Merger SubSub agree that they shall cause the Schedule TO, on the one hand, Offer to Purchase and all amendments or supplements thereto (which together constitute the "Offer Documents") to comply in all material respects with the Exchange Act and the Companyrules and regulations thereunder and other applicable laws. Parent, on Sub and the other hand, agree Company each agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Parent and Sub agrees further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment upon the Offer Documents before they are filed prior to their filing with the SEC, and SEC or dissemination to the Company's stockholders. Parent and Merger Sub shall give due consideration agree to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written commentscomments Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, comments and any written or oral responses thereto. The to cooperate with the Company and its counsel in responding to such comments. (d) Parent shall provide or cause to be given provided to Sub on a reasonable opportunity timely basis all funds necessary to review accept for payment, and pay for, any such responses Shares accepted for payment that are validly tendered and Parent and Merger Sub shall give due consideration not withdrawn pursuant to the reasonable additions, deletions or changes suggested thereto by Offer and that Sub is permitted to accept for payment pursuant to the Company terms and its counselconditions of the Offer and under applicable law.

The Offer. (a) Provided Provided, that nothing shall have occurred that gives rise to a right of Parent to terminate the Offer or this Agreement Agreement; provided, further, that none of the conditions set forth in Sections (iii)(c) through (iii)(e) of Annex A hereto shall not have been terminated in accordance with Article 7, occurred and be continuing as promptly as practicable after of the date hereof (but in no event later than January 13that Purchaser would otherwise commence the Offer; and provided, 2020further, that the Company has fulfilled its obligation to provide information to Parent and Purchaser on a timely basis as contemplated by Section 2.1(f), Merger Sub Purchaser shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, ) the Offer as promptly as reasonably practicable after the date hereof. Parent or Purchaser shall provide the Company with prior written notice if Purchaser fails to purchase for cash any and all commence the Offer within 10 business days of the date of this Agreement together with a brief explanation of the reasons therefore. (ib) Shares (other than Shares The obligation of Purchaser to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all any Company Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, Offer shall be subject only to: to (ax) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding condition (the “Minimum Condition”); ) that at least that number of Company Shares equal to (i) fifty percent (50%) of the then outstanding Company Shares on a fully diluted basis (including all Company Shares potentially issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights) including the Company RSUs, in each case, which are convertible or exercisable prior to the Outside Date but excluding the Subject Shares) plus (ii) the Subject Shares, shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (by) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. A hereto. Purchaser expressly reserves the right (bbut shall not be obligated) On at any time or prior from time to time, in its sole discretion, to amend or waive any such condition (other than the date that Merger Sub becomes obligated Minimum Condition which may not be amended or waived), to pay for Shares and Preferred Shares pursuant to increase the price per Company Share payable in the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with without the prior written approval consent of the CompanyCompany no change may be made that decreases the price per Company Share payable in the Offer, Merger Sub shall not (i) decrease the Offer Price, (ii) change changes the form of consideration payable in the Offer, (iii) reduce reduces the maximum number of Shares or Preferred Company Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition adds to the conditions to the Offer set forth in Annex I A hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend extends the Offer to accelerate the Expiration Dateother than as set forth in this Section 2.1, or (viii) otherwise modify modifies or amend amends any of the other terms of condition to the Offer in a any manner adverse in any material respect to the holders of Shares or Preferred Company Shares. (dc) Unless extended in accordance with Subject to the terms of this Agreementand conditions thereof, the Offer shall expire at one minute after 11:59 p.m. (remain open until midnight, New York City time, at the end of the twentieth (20th) on business day beginning with (and including) the date that is twenty (20) Business Days following the commencement of the Offer is commenced (determined using in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). , unless the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, the provisions of this Section 2.1(c) (e) If on any then scheduled in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire). Purchaser may, without the consent of the Company, extend the Offer for one or more periods beyond the scheduled expiration date if, at the scheduled expiration of the Offer, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer Purchaser’s obligation to accept Company Shares for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub payment shall not be required satisfied or waived, for such period of time as Purchaser reasonably determines to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020necessary to permit such conditions to be satisfied or waived. In addition, Merger Sub Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.:

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in accordance with Article 7Annex I, as promptly as practicable after the date hereof (hereof, but in no event later than January 13, 2020)five Business Days following the public announcement of the execution of this Agreement, Merger Sub Subsidiary shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, amend the Offer to purchase for cash any and all (i) Shares increase the purchase price to $89.50 per Share, net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and no others, (iii) provide that the expiration date shall be February 7, 2008 and (iv) make such other than Shares amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be cancelled subject to the condition that there shall be validly tendered in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in terms of the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that expiration date of the Offer and not withdrawn, a number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the ParentParent and its Affiliates, equals represents at least a majority of the voting power represented by the total number of Shares and Preferred Shares (voting outstanding on an asa fully-converted diluted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); ) and (b) the satisfaction, or waiver by Merger Sub, of to the other conditions and requirements set forth in Annex I. (b) On or prior I and to no other conditions. Merger Subsidiary expressly reserves the date that Merger Sub becomes obligated right to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for waive any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and of or conditions of to the Offer; provided, however, provided that except with without the prior written approval consent of the Company, Merger Sub shall Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not (i) decrease the Offer Pricebe waived, (iiB) no change may be made that changes the form of consideration payable to be paid, decreases the price per Share or the number of Shares sought in the Offer, (iii) reduce the maximum number of Shares amends or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition adds to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend amends any of the other terms term of the Offer in a any manner adverse in any material respect to the holders stockholders of Shares or Preferred Shares. the Company and (dC) Unless the expiration date shall not be extended in accordance with except as otherwise provided herein. Notwithstanding the terms of this Agreementforegoing, (x) Merger Subsidiary shall extend the Offer shall expire if at one minute after 11:59 p.m. (New York City time) on the scheduled or extended expiration date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have shall not been be satisfied or waived by waived, from time to time until such conditions are satisfied or waived; and (y) Merger Sub, Merger Sub Subsidiary shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods any period required by any rule, regulation, interpretation or position of up the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Select Market applicable to ten (10) Business Days each, or such longer period as may be agreed between the Offer; provided that in no event shall Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not Subsidiary be required to extend the Offer beyond the Outside Date. The “Outside Date” End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 10.01(b)(i), in which case Merger Subsidiary shall be June 20, 2020. In addition, Merger Sub shall required to extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions beyond the End Date. Following expiration of the SEC or its staff. (f) Offer, Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of Subsidiary shall, if requested by the Company, except if this Agreement has been terminated or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Article 7Rule 14d-11 of the 1934 Act. If this Agreement is terminated in accordance with Article 7Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Sub shall (Subsidiary shall, and Parent shall cause Merger Sub it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) promptly (validly tendered and in any event within 24 hours following such termination), irrevocably and unconditionally terminate not withdrawn pursuant to the Offer and shall not acquire any (2) validly tendered in the Subsequent Offering Period (the date on which Shares or Preferred Shares pursuant thereto. If are first accepted for payment, the Offer is terminated or withdrawn by Merger Sub“Acceptance Date”). (b) As promptly as practicable after the date hereof, or but in no event later than five Business Days following the public announcement of the execution of this Agreement is terminated prior to the Acceptance TimeAgreement, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly returnSubsidiary shall, and shall cause any depositary acting on behalf of Merger Sub to returnits Affiliates to, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not toi) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect SEC an amendment to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO , which shall include, as exhibits, the Offer include a revised offer to Purchase, a purchase and form of letter of transmittal and a form of summary advertisement reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments, amendments or supplements and exhibits thereto, the “Offer Documents”). Parent , and Merger Sub agree (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares. Each of Parent, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, Subsidiary and the Company, on the other hand, agree Company agrees promptly to promptly notify the other party and correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect. Merger Subsidiary shall, and Merger Sub agrees shall cause its Affiliates to, use their respective reasonable best efforts to cause the Offer Documents, Schedule TO as so corrected, corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses theretoapplicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such responses document is filed with the SEC and Parent (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Sub Subsidiary shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twelve hours, after the receipt of such comments.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Article 7Agreement, as promptly as practicable practicable, and in any event no more than seven Business Days, after the date hereof (but in no event later than January 13, 2020)of this Agreement, Merger Sub shall (Subsidiary shall, and Parent shall cause Merger Sub Subsidiary to) , commence, within the meaning of Rule 14d-2 l4d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer PriceOffer. The obligation of Merger Sub shallSubsidiary to, and of Parent shall to cause Merger Sub Subsidiary to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase payment and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub tendered shall become obligated to accept for payment and purchase pursuant to the Offer. Subject be subject only to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) A and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, ; provided that Parent and Merger Sub expressly reserve Subsidiary may waive any of the right conditions to increase the Offer Price or to (other than the Minimum Condition, which may not be waived without the prior written consent of the Company) and may make any other changes in the terms and conditions of the Offer; providedOffer except that, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, no change may be made to the form of consideration to be paid, no decrease in the Offer Price or the number of Shares sought in the Offer may be made, no change which imposes additional conditions to the Offer or modifies any of the conditions set forth in Annex A in any manner adverse to the holders of the Shares may be made and neither Parent nor Merger Subsidiary may extend the Offer, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such terminationSection 2.01(c), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Sub Subsidiary shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect (as amended and supplemented from time to the Offer (together with all amendments, supplements and exhibits theretotime, the “Schedule TO”). The Schedule TO , which shall includecomply in all material respects with the provisions of applicable federal securities Laws, as exhibits, and shall contain the offer to purchase relating to the Offer to Purchase, a form and forms of the related letter of transmittal and a form of summary advertisement other appropriate documents (collectivelywhich documents, together with any amendmentsas amended or supplemented from time to time, supplements and exhibits thereto, are referred to herein collectively as the “Offer Documents”). The Parent and the Merger Sub Subsidiary further agree to cause disseminate the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by applicable federal securities Laws. In conducting the Offer, including the Parent and the Merger Subsidiary shall comply in all material respects with the provisions of the Exchange ActAct and any other applicable Laws necessary to be complied with in connection with the Offer. The Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.01. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Merger Sub, on the one hand, and Subsidiary agree to provide the Company, on and to consult with the other handCompany and its counsel regarding, agree any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Offer Documents promptly notify after receipt thereof and any responses thereto. Each of Parent, Merger Subsidiary and the other party and Company agrees promptly to correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Parent and Merger Sub agrees Subsidiary further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and be disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by Law. (c) The initial scheduled expiration date of the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel Offer shall be given a reasonable opportunity to review 20 Business Days after the Schedule TO and date of its commencement. Notwithstanding the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendationforegoing, Parent and Merger Sub Subsidiary shall provide have the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive right to extend the Offer (i) from time to time from if, at any scheduled or extended expiration date of the Offer, any of the conditions to the Offer set forth in Annex A shall not have been satisfied or waived; provided that if any of the conditions to the Offer are not satisfied or waived on any scheduled or extended expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer, if such condition or conditions could reasonably be expected to be satisfied prior to ten Business Days following the initial scheduled expiration date of the Offer; provided further that if the conditions set forth in clauses (x) or (y) of the first sentence of Annex A hereto are not satisfied or waived or the condition set forth in clause (z) of Annex A hereto is not satisfied or waived as a result of the occurrence of any of the events described in subparagraph (b) thereon on any scheduled expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer at the written request of the Company if such conditions or condition could reasonably be expected to be satisfied on or before July 31, 2004, (ii) for any period required by any rule, regulation, interpretation or position of the SEC or its the staff with respect thereof applicable to the Schedule TO Offer or any period required by applicable Law, (iii) on one or more occasions (all such occasions aggregating not more than 20 Business Days) beyond the latest expiration that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to the Offer, together with Shares then owned by Parent, represents more than 50% but less than 90% of the outstanding Shares on a fully diluted basis; provided, however, that Parent’s decision to extend the Offer Documents promptly after receipt in the case of such commentsthis clause (iii) shall constitute a waiver of the conditions set forth in clauses (c) and (e) (excluding any wilful or intentional breach of any material obligation of the Company) on Annex A and of its right to terminate the Agreement under Sections 8.01(b), (d) (unless there has been a wilful or intentional breach of any material obligation by the Company), (i) or (j), (iv) on up to two occasions (for a period not to exceed ten Business Days on each occasion) if an Adverse Market Change shall have occurred and be continuing on the initial or any extended expiration date of the Offer, and (v) for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate (collectively, the “Subsequent Period”) pursuant to Rule 14d-11 of the Exchange Act. (d) Subject to the terms and conditions of the Offer and this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as soon as possible after the expiration thereof; provided that Merger Subsidiary shall immediately accept and promptly pay for all Shares as they are tendered during any written Subsequent Period. Parent shall provide or oral responses thereto. cause to be provided to Merger Subsidiary on a timely basis the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer. (e) The Company and its counsel Offer Price may be increased by the Parent without the consent of the Company, in which case the Offer shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to extended, without the reasonable additionsconsent of the Company, deletions or changes suggested thereto as required by the Company and its counselapplicable Law.

The Offer. (a) Provided that In accordance with the provisions of this Agreement and provided that nothing shall not have been terminated occurred which would result in accordance with Article 7a failure of any of the conditions set forth in Annex A, attached hereto and made a part hereof, as promptly as practicable after the date hereof (but practicable, and in no event later than January 13the fifth (5th) business day following the date hereof, 2020), Merger Sub shall (and the Parent shall cause Merger Sub the Purchaser to) commence, and the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a tender offer (as it may be amended from time to time as permitted hereunder, the Offer "Offer") for all of the issued and outstanding shares (the "Shares") of the Common Stock (defined hereafter) at a price of Twenty Three Dollars and Forty Cents ($23.40) per share net to purchase the seller in cash, without interest thereon (such price or such higher price per share as may be paid in the Offer, being referred to herein as the "Share Price"), which Offer, and the obligation of the Purchaser to accept payment and pay for cash any and all (i) Shares (other than Shares tendered pursuant to the Offer, shall be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at terms of this Agreement, subject to the Preferred Share Offer Priceconditions set forth in Annex A hereto. Merger Sub The Purchaser shall, and Parent shall cause Merger Sub tosubject only to the satisfaction or waiver of the conditions set forth on Annex A hereto, accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Dateexpiration of the Offer. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that describes containing the terms and conditions of the Offer set forth in accordance with applicable Law and this Agreement, including the Minimum Condition (as defined in Annex A hereto) and the other conditions and requirements set forth in Annex I. To A hereto. Notwithstanding the extent permitted by applicable Lawforegoing, Parent and Merger Sub the Purchaser expressly reserve reserves the right to increase the price per Share payable in the Offer Price or to and make any other changes in to the terms and or conditions of the Offer; Offer (or waive in whole or in part, at the sole discretion of the Purchaser any of such conditions), provided, however, that except with the Purchaser will not, without the prior written approval consent of the Company (such consent to be authorized by the Board of Directors of the Company), Merger Sub shall not (i) decrease waive the Offer PriceMinimum Condition, (ii) subject to clause (z) of the proviso in the immediately following sentence, extend the Offer if all of the Offer conditions are satisfied or waived, (iii) decrease the Share Price, change the form of consideration payable in the Offer, (iii) reduce Offer or decrease the maximum number of Shares or Preferred Shares sought sought, (iv) impose additional conditions to be purchased in the Offer, (ivv) amend, modify or waive the Minimum Condition, condition described in clause (vx) of Annex A hereto or (vi) amend any the conditions of the Offer or any other conditions to term of the Offer set forth in Annex I in a any manner adverse to the holders of Shares (other than insignificant changes or Preferred Shares, (vi) impose conditions amendments or other than to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(fwaive any condition), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms . The initial expiration date of the Offer in a manner adverse in any material respect to shall be 20 business days following commencement of the holders of Shares or Preferred Shares. Offer (d) Unless such date and time, as may be extended in accordance with the terms of this Agreementhereof, is referred to as the Offer shall expire at one minute after 11:59 p.m. (New York City time) on "Expiration Date"); provided, however, and notwithstanding anything in the date foregoing to the contrary, it is understood and agreed that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and Purchaser may, from time to time, in its sole discretion extend the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which but not beyond September 24, 1997, without the Initial Expiration Date has been extended in accordance with this Agreement, consent of the “Expiration Date”). Company (ex) If on any then scheduled Expiration Date, if any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Subsatisfied, Merger Sub shall for the minimum period of time necessary to satisfy such condition; (and Parent shall cause Merger Sub toy) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by any order, decree or ruling of, or any rule, regulation, interpretation or position of, any Governmental Entity (as hereafter defined) applicable Law to the Offer; or applicable rules, regulations, interpretations (z) for a period of not more than five business days beyond the latest expiration date that would otherwise be permitted under clause (x) or positions (y) of this sentence solely for the purpose of obtaining valid tenders (which are not withdrawn) of 90% of the SEC or its staff. (f) Merger Sub shall Shares. A record holder who validly tenders, and does not terminate withdraw, pursuant to the Offer prior to any scheduled Expiration Date without at least 500,000 shares of Common Stock which such holder beneficially owns, may receive, upon acceptance of such shares by the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares Purchaser pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance TimeOffer, Merger Sub shall (and payment therefor by wire transfer of immediately available funds to an account in the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, United States designated in accordance with applicable Law, all writing by such holder at the time such shares are tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon as practicable on the date of the commencement of Offer is commenced, the Offer, Parent and Merger Sub the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”14D-1"). The Schedule TO shall 14D-1 will include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “"Offer Documents”"). The Offer Documents will comply as to form 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 the Parent or the Purchaser with respect to information furnished by the Company for inclusion or incorporation by reference in the Offer Documents. The information supplied in writing by the Company for inclusion or incorporation by reference in the Offer Documents and by the Parent or the Purchaser for inclusion or incorporation by reference in the Schedule 14D-9 (as hereinafter defined) will 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 the Parent and Merger Sub agree the Purchaser will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares and Preferred the Shares, in each case as and to the extent required by applicable federal securities Laws, including laws. Each of the Exchange Act. Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to will promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees the Purchaser will take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred the Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable the opportunity to review the Schedule TO and the Offer Documents 14D-1 before they are it is filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, the Parent and Merger Sub shall the Purchaser will provide the Company and its counsel in writing with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Merger Sub the Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 7.1 hereof and nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof (but in no event later than January 13hereof, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, to commence and Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase all of the issued and outstanding shares of the Company Common Stock at a price of $7.00 per share (the "Offer Price") net to the seller in cash, but subject to any withholding required by law (the "Initial Offer"). (b) The Initial Offer shall be subject to the conditions set forth in Annex I hereto. Sub shall not except as expressly contemplated hereby, without the prior written consent of the Company, make any change in the terms or conditions of the Initial Offer that is adverse to the holders of the Company Common Stock in any material respect, decrease the Offer Price or impose material conditions to purchase for cash the Initial Offer other than those set forth in Annex I hereto (it being agreed that a waiver by Sub of any and all condition, in its sole discretion, shall not be deemed to be adverse to the holders of the Company Common Stock); provided that: (i) Shares (other than Shares if on any scheduled expiration date of the Initial Offer all conditions to the Initial Offer shall not have been satisfied or waived, the Initial Offer may, but need not, be extended from time to time without the consent of the Company for such period of time as is reasonably expected by Sub to be cancelled in accordance with Section 2.1(b)) at necessary to satisfy the Share Offer Price and unsatisfied conditions; (ii) Preferred Shares at the Preferred Share Initial Offer Price. Merger may be extended by Sub shallwithout the consent of the Company for any period required by any rule, regulation, interpretation or position of the United States Securities and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant Exchange Commission (the "SEC") or the staff thereof applicable to the Initial Offer, subject only to: ; and (aiii) there being validly tendered in if at any scheduled expiration date of the Initial Offer (in the aggregate) and not properly withdrawn prior all conditions to the Expiration Date that Initial Offer shall have been satisfied but less than a number of Shares and Preferred Shares shares of Company Common Stock that, together with the number of Shares and Preferred Shares (if any) then shares of Company Common Stock owned by the ParentParent and Sub, equals at least a majority represents ninety percent (90%) of the voting power represented by outstanding shares of Company Common Stock, on a fully-diluted basis, shall have been tendered into the Shares and Preferred Shares Initial Offer, Sub shall be entitled to (voting on an as-converted basis in accordance with but not required to) extend the Certificate of Designations) that are then issued and outstanding (Initial Offer from time to time without the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, consent of the other Company (but in no event beyond one week after the date on which all of the conditions and requirements set forth in Annex I. (bI have been satisfied) On or prior in order to permit Sub to solicit additional shares to be tendered into the Initial Offer. Notwithstanding the foregoing, Sub may not, without the consent of the Company, extend the scheduled expiration date that Merger of the Initial Offer beyond September 28, 2000; provided, however, Sub becomes obligated may extend the scheduled expiration date of the Initial Offer beyond such date for such period of time as is reasonably expected by Sub to pay for Shares and Preferred Shares be necessary to satisfy the unsatisfied conditions if Sub has not purchased shares of Company Common Stock pursuant to the OfferInitial Offer due to a delay in the consummation of the Initial Offer resulting from (i) review of the Offer Documents (as hereinafter defined) by the SEC, Parent shall provide (ii) receipt of regulatory approvals required under applicable Law (as hereinafter defined), including, but not limited to approvals under the HSR Act (as hereinafter defined) or cause to be provided to Merger (iii) the existence of any of the conditions contained in Sections (i) or (ii) of Annex I hereto. Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Sharesshall, as applicable, that Merger unless Sub shall become obligated have in its sole discretion exercised its right to accept for payment and purchase extend the termination date of the Initial Offer pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Lawthis Section 1.1(b), on the terms and subject to the prior satisfaction or waiver of the conditions set forth of the Initial Offer, accept for payment and purchase, as soon as permitted under the terms of the Initial Offer, all shares of the Company Common Stock validly tendered and not withdrawn prior to the expiration date of the Initial Offer. It is agreed that the conditions to the Initial Offer are solely for the benefit of Sub and may be asserted by Sub regardless of the circumstances giving rise to any such condition (including any action or inaction by Sub) or may, but need not, be waived by Sub, in this Agreementwhole or in part at any time and from time to time, in its sole discretion. (c) The Initial Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition is subject to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.Initial

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable after the date hereof (but in no event later than January 13, 2020five business days after the public announcement of the execution hereof), Merger Sub Purchaser shall commence (and Parent shall cause 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 to purchase for cash any all of the issued and all outstanding shares of Company Common Stock at a price of $17.50 per Share, net to the seller in cash (i) Shares (other than Shares such price, or such higher price per Share as may be paid in the Offer, being referred to be cancelled in accordance with Section 2.1(b)) at herein as the Share Offer Price and (ii) Preferred Shares at the Preferred Share "Offer Price. Merger Sub shall"), and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, subject to there being validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date expiration of the Offer that number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then beneficially owned by the ParentParent or Purchaser, equals represents at least a majority 80% of the voting power represented by the Shares and Preferred Shares (voting outstanding on an as-converted a fully diluted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “"Minimum Condition”); ") and (b) the satisfaction, or waiver by Merger Sub, of to the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the OfferA hereto. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable LawPurchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (including without limitation the Minimum Condition), accept for payment and pay for Shares tendered as soon as practicable after it is legally permitted to do so under applicable law, but in no event prior to January 3, 1996. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered 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 this Agreement. (c) Annex A hereto. The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that describes containing the terms and conditions of the Offer set forth in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend A hereto. Without the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) 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 has been terminated Purchaser shall not decrease the Offer Price, decrease the number of Shares sought, change the form of consideration to be paid in accordance with Article 7. If this Agreement is terminated in accordance with Article 7the Offer, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and or amend any other condition of the Offer in any event within 24 hours following manner adverse to the holders of the Shares (other than with respect to the Minimum Condition or insignificant changes or amendments) without the written consent of the Company; PROVIDED, HOWEVER, that if prior to the initial scheduled expiration date of the Offer the Company shall have received a Higher POL Offer (as defined in Section 6.13 below) that the Company intends to accept, then at the Company's request Purchaser shall extend the Offer for fifteen business days in order to facilitate the consummation of such termination)Higher POL Offer; and PROVIDED, irrevocably FURTHER, that if on the initial scheduled expiration date of the Offer (as it may be extended) all conditions to the Offer shall not have been satisfied or waived, the Offer may be extended from time to time until February 1, 1996 without the consent of the Company. In addition, the Offer Price may be increased and unconditionally 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. Purchaser shall terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or upon termination of this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerits terms. (gb) As soon as practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub Purchaser shall file with the United States Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”14D-1"). The Schedule TO shall 14D-1 will include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “"Offer Documents”)") with respect to the Offer. The Offer Documents will 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 shareholders, 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 Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Each of Parent and Merger Sub agree Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case as and to the extent required by federal applicable Federal securities Laws, including the Exchange Actlaws. Each of Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, agree agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable Law, and Merger Sub Purchaser further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable Federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable the opportunity to review the Schedule TO and the Offer Documents 14D-1 before they are it is filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall Purchaser agree to provide the Company and its counsel in writing with copies of any written commentscomments Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7IX, as promptly as practicable after the date hereof (but in and that no event later than January 13shall have occurred and be continuing that would result the failure to be satisfied of any of the conditions set forth in Annex A, 2020), Merger Sub Purchaser shall commence (and Parent shall cause 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 no earlier than September 22, 2010. (b) The initial expiration date of the Offer shall be midnight (New York City time) on the later of (x) October 20, 2010 and (y) the date that is 20 business days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial “Expiration Date” and any expiration time and date established pursuant to purchase an extension of the Offer as so extended, also an “Expiration Date”). (c) The obligations of Purchaser to commence the Offer and accept for cash payment, and pay for, any and all Public Shares tendered pursuant to the Offer are subject only to (i) Shares (other than Shares to be cancelled the conditions set forth in accordance with Section 2.1(b)) at the Share Offer Price Annex A and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shallnon-waivable condition that pursuant to the Offer, and Parent prior to the Expiration Date, there shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, have been validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that a number of Public Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals which constitutes at least a majority of the voting power represented by the Shares and Preferred outstanding Public Shares (voting on assuming the exercise of all outstanding Stock Options having an as-converted basis in accordance with exercise price less than the Certificate of DesignationsOffer Price, and excluding from such calculation any Rollover Shares) that are then issued and outstanding (the “Minimum Condition”); and (b) . The conditions to the satisfaction, or waiver by Merger Sub, of the other conditions and requirements Offer set forth in Annex I.A are for the sole benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances (including any action or inaction by Purchaser; provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition. The failure of 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. (bd) On or prior Purchaser expressly reserves the right (i) to increase the Offer Price and (ii) to waive any condition to the date Offer or modify the terms of the Offer, except that Merger Sub becomes obligated to pay for the Minimum Condition may not be waived and that, without the consent of the Company, Purchaser shall not (A) reduce the number of Public Shares and Preferred Shares pursuant subject to the Offer, Parent shall provide or cause to be (B) except as provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Sharesin Section 4.4, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to reduce the Offer as soon as practicable following the Expiration DatePrice, and, in any event, no more than two (2C) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject add to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements Annex A or modify any condition set forth in Annex I. To A in any manner adverse to the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price holders of Public Shares or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (iiD) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on Purchaser may in its discretion (i) extend the Offer for one or more consecutive increments of not more than ten business days each, if at any then otherwise scheduled Expiration Date, Date of the Offer any of the conditions to Purchaser’s obligation to purchase Public Shares in the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have are not been satisfied or waived by Merger Subwaived, Merger Sub shall (and Parent shall cause Merger Sub toii) extend the Offer for successive periods the minimum period required by any rule, regulation, interpretation or position of up the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to ten (10) Business Days eachthe Offer, or such longer period as may be agreed between Merger Sub and the Company, (iii) make available a “subsequent offering period” in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions accordance with Rule 14d-11 of the SEC or its staffExchange Act. (f) Merger Sub Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file comply with the SEC, in accordance with Rule 14d-3 obligations respecting prompt payment and announcement under the Exchange Act, a Tender Offer Statement on Schedule TO with respect and, without limiting the generality of the foregoing, Purchaser shall accept for payment, and pay for, all Public Shares validly tendered and not withdrawn pursuant to the Offer (together with all amendments, supplements promptly following the acceptance of such Public Shares for payment pursuant to the terms and exhibits thereto, subject to the “Schedule TO”). The Schedule TO shall include, as exhibits, conditions of the Offer and this Agreement. This paragraph shall not be deemed to Purchaseimpair, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false limit or misleading otherwise restrict in any material respect or as otherwise required by applicable Law, and Merger Sub agrees manner the right of Purchaser to cause the Offer Documents, as so corrected, terminate this Agreement pursuant to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselArticle IX.

The Offer. (a) Provided that this Agreement shall not have --------- been terminated in accordance with Article 7Section 7.1, as promptly as practicable after the date hereof (but in no event later than January 13, 2020five business days after the public announcement of the execution hereof), Merger Sub shall (the Purchaser shall, and Parent shall cause Merger Sub Purchaser to) commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act, ")) an offer (the Offer "Offer") to purchase for cash any and all shares of the issued and outstanding Company Common Stock at a price of $17.85 per Share, net to the seller in cash (i) Shares (other than Shares to such price, or such higher price per Share as may be cancelled paid in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, being referred to herein as the "Offer Price"), subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On A hereto. The Company shall not tender Shares held by it or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for by any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase of its subsidiaries pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable LawPurchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares tendered 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 any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the conditions set forth in this AgreementAnnex A hereto. (cb) The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that describes containing the terms set forth in this Agreement and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase A hereto. The Purchaser shall not decrease the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offersought, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I heretoA or impose conditions to the Offer in addition to those set forth in Annex A, without the prior written consent of the Company (vii) except 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 be entitled to and shall, and Parent agrees to cause the Purchaser to, extend the Offer at any time up to 40 days in the aggregate, in 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 waived; provided however, that the Purchaser shall not be required to extend the Offer as provided in Sections 1.1(ethis sentence unless (i) each such condition is reasonably capable of being satisfied and 1.1(f)(ii) the Company is in material compliance with all of its covenants under this Agreement after the Purchaser shall have given the Company five business days prior written notice of any such non-compliance. In addition, terminatewithout limiting the foregoing, accelerate or otherwise modify or amend the Purchaser may, without the consent of the Company, (A) extend the Offer for up to accelerate an additional 40 days, in one or more periods of not more than 10 business days, if any condition to the Expiration DateOffer is not satisfied or waived and (B) if, or (viii) otherwise modify or amend any on the expiration date of the other terms Offer, the Shares validly tendered and not withdrawn pursuant to the Offer are sufficient to satisfy the Minimum Condition (as defined in Annex A hereto) but equal less than 90% of the outstanding Shares, extend the Offer in a manner adverse in any material respect on one occasion for up to 10 business days notwithstanding that all the conditions to the holders Offer have been satisfied so long as Purchaser irrevocably waives the satisfaction of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including other than in the Minimum Condition and case of paragraph (a) of Annex A hereto the other conditions and requirements set forth in Annex Ioccurrence of any statute, rule, regulation, judgment, order or preliminary or permanent injunction making illegal or prohibiting the consummation of the Offer) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as that subsequently may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend satisfied during any such extension of the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020Offer. In addition, Merger Sub shall extend the Offer for any period or periods Price may be increased and the Offer may be extended to the extent required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date law in connection with such increase in each case without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gc) As soon as practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”14D-1"). The Schedule TO 14D-1 shall include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, 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 Merger Sub agree the 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 and Preferred Shares, in each case as and to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Each of Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to shall promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees the Purchaser further shall take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable an opportunity to review and comment upon the Schedule TO 14D-1 (and shall provide any comments thereon as soon as practicable) prior to the Offer Documents before they are filed filing thereof with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub the Purchaser shall provide the Company and its counsel in writing with copies of any written commentscomments that Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, comments and with copies of any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and telephonic notification of any verbal responses by Parent, Purchaser or their counsel. (d) Parent and Merger Sub shall give due consideration provide or cause to be provided to Purchaser all of the funds necessary to purchase any shares of Company Common Stock that Purchaser becomes obligated to purchase pursuant to the reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7VII and none of the events set forth in Annex A hereto (the “Tender Offer Conditions”) shall have occurred and be existing, as promptly as practicable after the date hereof (but in no event later than January 13public announcement of this Agreement, 2020), Merger Sub shall (and Parent shall cause Merger Sub to) commence, to commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act, ) the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for acquire any and all Shares at the Offer Price. Subject to the Minimum Condition and Preferred Sharessubject to the other Tender Offer Conditions hereto, as applicable, that Merger Sub shall become obligated use all reasonable efforts to consummate the Offer in accordance with its terms and to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following Sub is legally permitted to do so under applicable Law. With respect to such Shares, the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller thereof in cash, without interest, subject to reduction for any applicable state, federal or foreign withholding of Taxes required by applicable Law, on or transfer taxes and otherwise subject to the terms and subject to the conditions set forth in of this Agreement. (c) . The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes and shall be subject to the Minimum Condition and the other Tender Offer Conditions and shall reflect, as appropriate, the other terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To this Agreement. The obligation of Sub to accept for payment or pay for any Shares tendered pursuant to the extent permitted by applicable Law, Parent and Merger Offer will be subject only to the satisfaction of the Tender Offer Conditions. Sub expressly reserve reserves the right to increase waive any condition to the Offer Price or to make any other changes in amend or modify the terms and conditions of the Offer; provided, howeverexcept that, that except with without the prior written approval consent of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought subject to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other modify or add conditions to the Tender Offer set forth in Annex I in a manner adverse to Conditions which otherwise adversely affect the holders of Shares or Preferred the Shares, or (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(fSection 1.1(b), terminate, accelerate or otherwise modify or amend extend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer. The Offer shall expire at one minute after 11:59 p.m. (remain open until 5:00 p.m., New York City time) , on the date that is twenty (20) Business Days day immediately following the commencement of the Offer twentieth business day (determined using as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and timeafter the commencement of the Offer, unless Sub shall have extended the “Initial Expiration Date”) orperiod of time for which the Offer is open, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, Section 1.1(b) or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”)as may be required by applicable Law. (eb) If on any then the scheduled Expiration Date, any expiration date of the Offer (or as such date may be extended pursuant to this Section 1.1(b)), all conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Subwaived, Merger Sub shall (and Parent shall cause Merger Sub to) may, from time to time, in its sole discretion, extend the Offer for successive periods expiration date of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditionsOffer; provided, however, that Merger Sub may only extend the Offer for a period not to exceed ten business days (a “Ten Day Extension”) and that Sub may not make more than three Ten Day Extensions without the prior consent of the Company, which consent shall not be required unreasonably withheld, delayed or conditioned. 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 less than 90% of the outstanding Shares (on a fully diluted basis), Sub may extend the Offer, on one or more occasions, for an aggregate period of not more than ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer; provided, however, that Sub may not extend the Offer pursuant to this sentence beyond the Outside Date. The “Outside Date” shall be June 20September 15, 20202003. In addition, Merger Sub shall may extend the Offer for any period or periods reason for up to two business days; provided that no more than three such extensions are permitted and provided further that if all the conditions to the Offer have been met as of the expiration of the Offer, Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. Sub may, but shall not have the obligation to, increase the amount it offers to pay per Share in the Offer, and the Offer may be extended to the extent required by applicable Law or applicable rulesin connection with such increase, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date in each case without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement Following expiration of the Offer, Sub may, but is not obligated to, make available a subsequent offering period in accordance with the Exchange Act. (c) On the date the Offer is commenced, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under Securities and Exchange Commission (the Exchange Act, “Commission”) a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”)) and all other necessary documents and make all deliveries, mailings and telephone notices required by Rule 14d-3 under the Exchange Act with respect to the Offer. The Schedule TO shall will include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, any other documents required by the Exchange Act. The Schedule TO together with all exhibits thereto and any amendments, amendments or supplements and exhibits thereto, thereto are hereinafter referred to collectively as the “Offer Documents”). .” Each of Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other handother, agree to shall promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger each of Parent and Sub agrees shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, Documents as so corrected, amended or supplemented to be filed with the SEC Commission and to be disseminated to holders of Shares and Preferred Sharesthe Company’s stockholders, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable the opportunity to review the Schedule TO and suggest comments to the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counselCommission. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall agree to provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Merger or Sub or its counsel may receive from time to time from the SEC Commission or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, comments or other communications and any written or oral responses thereto. The shall give the Company and its counsel shall be given a reasonable the opportunity to review and suggest comments to any such responses communications. (d) Parent and Sub will take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (e) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the Offer. Sub shall, and Parent shall cause Sub to, pay for all Shares validly tendered and Merger Sub shall give due consideration not withdrawn pursuant to the reasonable additions, deletions or changes suggested thereto by Offer that Sub becomes obligated to purchase pursuant to the Company and its counselOffer as soon as practicable after the expiration of the Offer.