Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred7, as promptly as reasonably practicable after the date hereof (but in no event later than ten January 13, 2020), Merger Sub shall (10) Business Days) after the date of this Agreement, and Parent shall cause Purchaser to commence (Merger Sub to) commence, within the meaning of Rule 14d-2 of 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. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, promptly 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, accept for payment and pay foras applicable, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered and not properly withdrawn pursuant to the Offer and not withdrawn. (b) Upon 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, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date 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 20th date that is twenty (20) Business Day after Days following the commencement of the Offer (determined in accordance with Rules using Rule 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (such date and time, the latest “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 date as time to which the OfferInitial Expiration Date has been extended in accordance with this Agreement, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). . (e) If on or prior to any then-then scheduled Expiration Date, all any of the conditions to the Offer (including the Minimum Condition and all the other conditions and requirements set forth in Annex I) shall have not have been satisfied, satisfied or waived by Parent or Purchaser if permitted hereunderMerger Sub, Purchaser Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend the Offer for successive periods of up to 10 ten (10) Business Days each until each, or such longer period as may be agreed between Merger Sub and the earlier Company, in order to permit the satisfaction of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1such conditions; provided, however, that Purchaser Merger Sub shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the rightOffer for any period or periods required by applicable Law or applicable rules, subject to compliance with the Exchange Actregulations, to waive, amend interpretations or modify any term or condition positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer in its sole discretion; provided, however, that, prior to any scheduled Expiration Date without the prior written consent of Sellerthe Company, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer if this Agreement has been terminated in accordance with Rule 14d-11 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 Exchange Act following its acceptance for payment of shares of Seller Common Stock in 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. (eg) On As soon as practicable on the date of the commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC 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, supplements and supplements exhibits thereto, the “Schedule TO”) with respect to ). The Schedule TO shall include, as exhibits, the Offer which shall contain or incorporate by reference the offer to purchase and forms Purchase, a form of the related letter of transmittal, transmittal and a form of summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively collectively, together with any amendments, supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), . Parent and (ii) Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the Seller Stockholders 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. Seller Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents prior to their filing before they are filed with the SEC, and Parent and Purchaser Merger Sub shall give reasonable and good faith due consideration to any comments made additions, deletions or changes suggested thereto by Seller or the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Purchaser agree to Merger Sub shall provide Seller the Company and its counsel with (i) copies of any comments or other communicationswritten comments, whether written or oraland shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may be received receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt thereof and prior to responding theretoof such comments, and (ii) any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to provide comments on that response (to which reasonable review any such responses and good faith Parent and Merger Sub shall give due consideration shall be given). If at any time prior to the Effective Timereasonable additions, any information relating to the Offer, the Merger, Seller, Parent, Purchaser deletions or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required changes suggested thereto by the Exchange Act to be set forth in the Offer DocumentsCompany and its counsel. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 8.1 and none of the events or conditions set forth in clause subparagraphs (iiia) through (c) of the Tender Offer Conditions Annex I shall have occurredoccurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as reasonably practicable and, in any event, within five (but in no event later than ten (105) Business Days) after Days of the date of this Agreement, Parent and Merger Sub shall amend the Pending Offer to reflect the execution of this Agreement and the terms hereof. The obligations of Merger Sub to accept for payment and to pay for (and the obligation of Parent to cause Purchaser Merger Sub to commence (within accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the meaning of Rule 14d-2 expiration of the Exchange ActOffer (as it may be extended and re-extended in accordance with this Agreement) and not properly withdrawn shall be subject to (i) there being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to such time) and not properly withdrawn prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Agreement) that number of shares of Company Common Stock which represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis, including after giving effect to the issuances of shares of Company Common Stock pursuant to Section 2.12 (the “Minimum Condition”), and (ii) the Offer at the Offer Price. other events or conditions set forth in Annex I. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I Offer, Merger Sub shall (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser Merger Sub to), promptly after in accordance with the Expiration Dateterms of the Offer, consummate the Offer and accept for payment and pay for, after giving effect to any withholding tax, for all such shares of Seller Company Common Stock (the time of such first acceptance, the “Acceptance Time”) validly tendered and not properly withdrawn pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each promptly after expiration of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, which shall initially be the Merger and later of April 2, 2010 or the other transactions contemplated by date that is fifteen (15) Business Days after the date of this Agreement. ; provided, however, that (cw) The if on the initial expiration date of the Offer shall be or on the 20th Business Day after commencement any subsequent scheduled expiration date of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to and re-extended in accordance with this Section 1.1(cAgreement), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the events or conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in on Annex I) I shall exist and, subject to the provisions of this Agreement, shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunderMerger Sub, Purchaser Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) ), from time to time, extend the Offer for consecutive periods of up to 10 not more than five (5) Business Days each until the earlier of (xA) the date on which the Minimum Condition has been met and all of the events or conditions and requirements set forth in Annex I cease to exist or, subject to the provisions of this Agreement, are satisfied or waived or by Merger Sub and (yB) the date on which this Agreement is terminated in accordance with Section 9.1ARTICLE VIII; provided, however, provided that Purchaser Merger Sub shall not be required have no obligation to (and Parent shall have no obligation to cause Merger Sub to) so extend the Offer beyond if (1) the Outside Date. Purchaser expressly reserves events or conditions set forth in subsections (ii), (iii) and (iv) of the rightfirst paragraph of Annex I and subparagraph (a) of Annex I shall have ceased to exist, or subject to the provisions of this Agreement, been waived by Merger Sub, for a period of not less than ten (10) Business Days prior to the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement) and, with respect to subsections (ii), (iii) and (iv) of the first paragraph of Annex I, such facts shall be reflected in an amendment to the Offer Documents prior to the start of such ten (10) Business Day period, (2) the events or conditions set forth in subparagraphs (b), (c) and (d) of Annex I shall have ceased to exist or, subject to compliance with the Exchange Actprovisions of this Agreement, to waivebeen waived by Merger Sub, amend or modify any term or condition as of such expiration date and (3) the Minimum Condition is not satisfied as of such expiration date, (x) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), the Company shall have delivered to Parent a valid Section 8.1(d) Notice, Merger Sub shall (and Parent shall cause Merger Sub to), from time to time, extend the Offer for consecutive periods of not more than five (5) Business Days each until the earlier of (A) the date on which all of the events or conditions set forth in the paragraph immediately following Section 8.1(d)(i) cease to exist or are waived by the Company and (B) the date on which this Agreement is terminated in accordance with ARTICLE VIII, (y) Merger Sub may, in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease extend the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission SEC (the “SEC”) or the staff thereof), ) or (B) in connection with an increase in the consideration to be paid pursuant NYSE applicable to the Offer so as and (z) Merger Sub may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act; provided that, in the case of clauses (w), (x), (y) and (z), in no event shall the Offer extend beyond the Walk-Away Date. Merger Sub expressly reserves the right from time to comply with applicable rules and regulations time to waive any of the SEC; conditions set forth in Annex I (iii) waive or amend other than the Minimum Condition; , the Registration Condition, the Listing Condition and the condition set forth in subparagraph (ive) of Annex I) or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer not set forth in Annex I; a manner materially adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer, reduce the time period during which the Offer shall remain open or (v) amend , except for any extension required or permitted hereunder, extend or otherwise change the expiration date of the Offer, or amend, modify or supplement any other term of the Offer in any manner materially adverse to the holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Company Common Stock or in a manner which would delay consummation of the Offer. (eb) On Subject to the first sentence of Section 2.1(a), as promptly as reasonably practicable and, in any event, within five (5) Business Days of the date of commencement this Agreement, in order to reflect the execution of this Agreement and the Offerterms hereof, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement (i) an amendment to Parent’s registration statement on Form S-4 (as it may be amended or supplemented, the “Form S-4”) and (ii) an amendment to Parent’s and Merger Sub’s tender offer statement on Schedule TO TO, as amended, each originally filed on March 5, 2010 with respect to the Pending Offer (such schedule together with all the Form S-4, and the documents included therein pursuant to which the Offer is made, and any amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), . Each Party shall use its best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (ii) to have removed as promptly as reasonably practicable any stop order suspending its effectiveness. Subject to the Company’s compliance with Section 2.2(c), Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. Parent and Merger Sub, on the Seller Stockholders one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by Law. 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 holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the extent required by the Exchange ActOffer Documents contained in this Section 2.1(b). Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing before they are filed with the SEC. In addition, and Parent and Purchaser Merger Sub shall give reasonable provide the Company and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller counsel with (i) any comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may be received receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt thereof and prior to responding theretoof such comments, and (ii) a reasonable opportunity to participate in the response of Parent or Merger Sub to those comments and to provide comments on that response response. (c) In the event this Agreement is terminated pursuant to which reasonable and good faith consideration shall be given). If at any time Section 8.1 prior to the Effective Acceptance Time, Parent and Merger Sub shall promptly terminate the Offer without accepting any information relating shares of Company Common Stock previously tendered and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. (d) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued by virtue of the Offer, no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests shall not entitle the Mergerowner thereof to vote or to any rights of a stockholder of Parent. In lieu of such fractional share interests, Seller, Parent, Purchaser or any Parent shall pay to each holder of their respective Affiliates, should shares of Company Common Stock who would otherwise be discovered entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by Seller or Parent which should be set forth such holder) an amount in an amendment or supplement cash equal to the Offer Documentsproduct obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the average closing sales price, so that rounded to four decimal points, of shares of Parent Common Stock on the NYSE (as reported in the Wall Street Journal, New York City edition) for the period of the ten (10) consecutive trading days ending on the second full trading day prior to the Acceptance Time (the “Parent Common Stock Cash Value”). (e) If any portion of the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required Price is to be stated therein registered in the name of or necessary paid to a Person other than the Person in order to make whose name the statements therein, in light tendered shares of the circumstances under which they Company Common Stock are made, not misleadingregistered, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations amount of any stock exchange. Seller transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall furnish to Parent and Purchaser all information concerning Seller required by be deducted from the Exchange Act to be set forth Offer Price for the exchange of such shares of Company Common Stock in the Offer DocumentsOffer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. (f) Parent shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for any shares of Seller Company Common Stock that Purchaser Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events or conditions set forth in clause (iii) Annex A shall have occurred and be existing, then, not later than the first business day after execution of this Agreement, the Parent shall issue a public announcement of the Tender Offer Conditions shall have occurredexecution of this Agreement, as promptly as reasonably practicable (but in no event and not later than ten (10) Business Days) the fifth business day after the date of the public announcement of the execution of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, subject to the provisions of this Agreement, commence a tender offer (the "Offer") for all of the outstanding shares of Common Stock, together with the associated rights issued pursuant to the Rights Agreement dated as of December 5, 1992, as amended (the "Company Rights Agreement"), between the Company and Parent First Interstate Bank of California, as Rights Agent (collectively, the "Shares") at a price of $10.50 per Share, net to the seller in cash. The Purchaser shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay forfor all Shares which have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following expiration of the Offer that all conditions to the Offer set forth in Annex A hereto shall have been satisfied or waived by the Purchaser. The obligation of the Purchaser to accept for payment, after giving effect to any withholding tax, all such shares of Seller Common Stock validly purchase and pay for Shares tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and shall be subject to the conditions set forth in this AgreementAnnex A hereto, each including the condition that a number of Shares representing not less than a majority of the parties hereto agrees Shares on a fully diluted basis shall have been validly tendered and not withdrawn prior to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”"Minimum Condition"). If on or prior to any then-scheduled Expiration Date, all Solely for purposes of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which determining whether the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied satisfied, any Shares owned by Parent or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall be deemed to have been validly tendered and not be required withdrawn pursuant to extend the Offer beyond the Outside DateOffer. The Purchaser expressly reserves the right, subject right to compliance with increase the Exchange Act, price per Share payable in the Offer or to waive, amend or modify make any term or condition other changes in the terms and conditions of the Offer in its sole discretionOffer; providedPROVIDED, howeverHOWEVER, that, without unless previously approved by the prior written consent of SellerCompany in writing, Purchaser shall not: (i) no change may be made which decreases the form of consideration price per Share payable in the Offer, decrease which changes the form of consideration to be paid in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer Price or decrease in addition to those set forth in Annex A hereto, which broadens the scope of such conditions, which increases the minimum number of Shares which must be tendered as a condition to the acceptance for payment and payment for shares in the Offer, which waives the Minimum Condition if such waiver would result in less than a majority of Seller Common Stock sought Shares being accepted for payment or paid for pursuant to the Offer; (ii) otherwise extend , which, except as hereinafter set forth in this Subsection 1.01(a), extends the Expiration Date period of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On beyond 45 days after the date of commencement of the Offer, Parent and or which otherwise amends the terms of the Offer (including any of the conditions set forth in Annex A) in a manner that is materially adverse to holders of Shares. Notwithstanding the foregoing, the Purchaser shall may, without the consent of the Company, (i) extend the Offer if, at the scheduled expiration date of the Offer, any of the conditions to the Purchaser's obligation to purchase Shares shall not be satisfied until such time as such conditions are satisfied, or (ii) extend the Offer for a period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) of this sentence if, on the date of such extension, more than two-thirds but less than 90 percent of Shares have been validly tendered and not properly withdrawn pursuant to the Offer. It is agreed that the conditions set forth in Annex A are for the sole benefit of the Parent and the Purchaser and may be asserted by the Parent or the Purchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser, unless any such action or inaction by the Purchaser would constitute a breach by the Purchaser of any of its covenants under this Agreement) or may be waived by the Parent or the Purchaser, in whole or in part at any time and from time to time, in its sole discretion. The failure by the Parent or the 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 which may be asserted at any time and from time to time. Any determination by the Parent or the Purchaser with respect to any of the foregoing conditions (including, without limitation, the satisfaction of such conditions) shall be final and binding on the parties. The Company agrees that no Shares held by the Company will be tendered in the Offer. (b) As promptly as reasonably practicable following execution of this Agreement, the Parent and the Purchaser shall file or cause to be filed with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) 14D-1 with respect to the Offer Offer, which shall contain or incorporate by reference the an offer to purchase and forms of the related letter of transmittal, transmittal and summary advertisement (such Schedule 14D-1 and other ancillary the documents and instruments required thereby therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and the "Offer Documents"). The Offer Documents shall comply as to form in all deliveriesmaterial respects with the requirements of the Securities Exchange Act of 1934, mailings and telephonic notices required by Rule 14d-3 under as amended (the "Exchange Act, the “Offer Documents”"), and (ii) cause the Offer Documents to be disseminated rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SECholders of Shares, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the party which discovers Parent or the Purchaser with respect to information supplied by the Company in writing specifically for inclusion in the Offer Documents. Each of the Parent, the Purchaser and the Company agrees promptly to correct any information supplied by it specifically for inclusion in the Offer Documents if and to the extent that such information shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment or supplement describing such information shall each of the Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Seller Stockholdersholders of Shares, in each case as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchangeFederal securities laws. Seller shall furnish to The Parent and the Purchaser all information concerning Seller required by agree to provide the Exchange Act to be set forth Company and its counsel in writing with any comments the Offer Documents. (f) Parent shall provide Parent, the Purchaser or cause to be provided to Purchaser on a timely basis their counsel may receive from the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant SEC or its Staff with respect to the Offer Documents promptly after the receipt of such comments. The Company and its counsel shall cause Purchaser be given a reasonable opportunity to fulfill its obligations under this Agreementreview and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to the stockholders of the Company.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as As promptly as reasonably practicable after the date hereof (but in no event later more than ten (10) Business Days) days after the date of this Agreement), Merger Sub shall (and Parent shall cause Purchaser to commence (Merger Sub to) commence, within the meaning of Rule 14d-2 of under the Exchange Act, a tender offer (the “Offer”) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver purchase all of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such outstanding shares of Seller Company Common Stock validly tendered at a price per share equal to $12.80 net to seller in cash, without interest (such amount or any higher amount per share of Company Common Stock paid pursuant to the Offer and not withdrawn. (b) Upon in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes required by Applicable Law, on the terms and subject to the conditions set forth in this Agreement, each . The consummation of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, shall be subject only to: (i) there being validly tendered and “received” (as defined by this Agreement. (cSection 251(h)(6) The initial expiration date of the DGCL) in the Offer shall be on and not properly withdrawn prior to the 20th Business Day after commencement Expiration Time that number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the Offer DGCL), represents a majority of the shares of Company Common Stock then outstanding (determined the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with Rules 14d-1(g)(3its terms (the “Termination Condition”) and 14d-2 under (iii) the Exchange Actsatisfaction, or waiver (to the extent such waiver is permitted by Applicable Law and this Agreement) (the latest time and date as the Offerby Parent or Merger Sub, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex IExhibit B (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) shall not have been satisfiedSubject to the satisfaction, or waived waiver by Parent or Purchaser if permitted hereunderMerger Sub in accordance with the terms of this Agreement, Purchaser of the Offer Conditions, Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend (i) at or as promptly as practicable following the Offer for periods of up to 10 Expiration Time (in any event, no later than the Business Days each until the earlier of (x) Day immediately following the date on which the Minimum Condition has been met Expiration Time occurs), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and all of (ii) at or as promptly as practicable following the conditions and requirements set forth Expiration Time (and, in Annex I are satisfied or waived or (y) any event, no later than the Business Day immediately following the date on which this Agreement is terminated the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to the depositary for the Offer) for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The Parties agree that the Offer and Merger Sub’s obligation to accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with Section 9.1the foregoing are not, and shall not be, subject to any condition other than 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 this Agreement, including the Offer Conditions. Merger Sub expressly reserves the right (in its sole discretion) to (i) increase the Offer Price, (ii) waive any Offer Conditions (other than the Minimum Condition and the Termination Condition) and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not: , and Parent shall cause Merger Sub not to: (iA) decrease the Offer Price, (B) change the form of consideration payable in the Offer, decrease the Offer Price or decrease (C) reduce the number of shares of Seller Company Common Stock sought pursuant to be purchased in the Offer; , (iiD) otherwise extend amend, modify or waive the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) Minimum Condition or the staff thereof)Termination Condition, or (BE) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose add any condition to the Offer, make any Offer not set forth Condition more difficult to satisfy or otherwise modify any Offer Condition in Annex a manner that would delay consummation of the Offer, (F) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act, (G) reduce the time period during which the Offer shall remain open, (H) extend the Expiration Time other than in accordance with this Agreement or (I; or (v) modify, supplement or amend any other term or condition of the Offer in any a manner materially adverse to the holders of shares of Seller Company Common StockStock (other than Parent, Merger Sub and their respective Affiliates) or the Company. (d) Purchaser mayUnless extended in accordance with the terms of this Agreement, without the consent of Seller, elect to provide a subsequent offering period for the Offer shall expire at midnight (New York City time) on the date that is twenty (20) business days (calculated in accordance with Rule 14d-11 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Exchange Act following its acceptance for payment of shares of Seller Common Stock Offer (such time, the “Initial Expiration Time”), or if the Initial Expiration Time has been extended in accordance with this Agreement, on the Offerdate to which the Offer has been so extended (the Initial Expiration Time, or such later time and date to which the Initial Expiration Time has been extended in accordance with this Agreement, the “Expiration Time”). (e) On Parent and Merger Sub agree that, if as of any scheduled Expiration Time, any of the Offer Conditions is not satisfied (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) or, in Merger Sub’s sole discretion, waived (if such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of time of up to five business days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (or such longer period as the Parties may agree in writing) in order to permit the satisfaction of such conditions; provided that, if at any scheduled Expiration Time, the only unsatisfied Offer Condition (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) is the Minimum Condition, (i) Merger Sub shall not be required to extend the Offer for more than a total of twenty (20) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) if prior to any scheduled Expiration Time on or after such twentieth (20th) business day referred to in the foregoing clause (i) of this proviso, Merger Sub has received from the Company a written notice of the Company’s election that Merger Sub not so extend the Offer, Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer beyond such scheduled Expiration Time. Notwithstanding anything to the contrary in the foregoing, (A) Merger Sub shall not be required to, and without the Company’s prior written consent shall not (and Parent shall not permit Merger Sub to), extend the Offer to a date later than the Termination Date, (B) Merger Sub shall not (and Parent shall not permit Merger Sub to), without the Company’s prior written consent, extend the Offer if all Offer Conditions have been satisfied and (C) Merger Sub shall extend the Offer for any period or periods required by Applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or the Nasdaq Global Select Market. (f) Merger Sub shall not (and Parent shall not permit Merger Sub to) terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except if this Agreement is validly terminated pursuant to Article IX. If this Agreement is validly terminated pursuant to Article IX, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one business day) irrevocably and unconditionally terminate the Offer and shall not acquire any shares of Company Common Stock pursuant thereto. If the Offer is validly terminated prior to the Acceptance Time, Merger Sub shall (and 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 of Company Common Stock to the registered holders thereof. (g) Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC 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, supplements and supplements exhibits thereto, the “Schedule TO”). The Schedule TO shall include as exhibits (without limitation) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms Purchase, a form of the related letter of transmittal, a form of summary advertisement and other ancillary a form of notice of guaranteed delivery (the Schedule TO and the documents and instruments required thereby included therein pursuant to which the Offer will shall be made (collectively made, together with any supplements , amendments and exhibits supplements thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, being referred to herein as the “Offer Documents”), . The Company shall promptly furnish all information concerning the Company and (ii) its Affiliates to Parent as may be reasonably requested by Parent to be included therein. Parent and Merger Sub shall promptly cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any holders of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller StockholdersCompany Common Stock, as and to the extent required by applicable Law all Applicable Laws, including the Exchange Act. If, prior to the Acceptance Time, any event occurs with respect to Parent or any applicable rules Affiliate of Parent, or regulations any change occurs with respect to other information included by Parent in the Offer Documents (other than information supplied the Company for inclusion therein), on the one hand, or any event occurs with respect to the Company or any Subsidiary of the Company, or any stock exchange. Seller shall furnish change occurs with respect to Parent and Purchaser all other information concerning Seller required supplied by the Exchange Act to be set forth Company for inclusion in the Offer Documents. (f) , on the other hand, upon becoming aware of such information Parent or the Company, as applicable, shall provide promptly notify the other of such event and shall cooperate with the other in the prompt filing with the SEC of any necessary amendment or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant supplement to the Offer Documents and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Offer Documents and shall cause Purchaser provide the Company with copies of all correspondence between Parent and its respective Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to fulfill respond as promptly as reasonably practicable to any comments from the SEC with respect to the Offer Documents. Notwithstanding the foregoing, prior to filing or mailing the Offer Documents (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent shall (i) provide the Company with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) consider in good faith all comments reasonably proposed by the Company and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned. Without limiting the foregoing, the Company and its obligations counsel shall have the right to participate with Parent and Merger Sub or their counsel in any discussions or meetings with the SEC related to the Offer, the Merger or the other Contemplated Transactions to the extent such participation is not prohibited by the SEC. Parent and Merger Sub shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under this Agreementthe Exchange Act or any applicable foreign or state securities laws and the rules and regulations thereunder in connection with the Offer and the Merger. Parent shall be responsible for 100% of the fees, costs and expenses (except for the fees, costs and expenses of the Company’s advisors), including any filing fees, associated with the preparation, filing and mailing of the Offer Documents.

The Offer. (a) Provided that this Agreement On or prior to August 30, 2013, Merger Sub shall not have been terminated in accordance with Article IX hereof (and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to Merger Sub 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. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Exchange ActCommon Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby), of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer at the Offer PriceConditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the 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 this 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 this Section 1.01. The Offer Price payable in respect of each share of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.02(i). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions as set forth in Annex I this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (including other than the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to increase the Offer and not withdrawn. (b) Upon Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in this Agreement, each Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the parties hereto agrees to use its reasonable best efforts to takeCompany, (v) except as otherwise provided in this Section 1.01, extend or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective otherwise change the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer, (vi) change the form of consideration payable in the Offer shall be on or (vii) otherwise amend, modify or supplement any of the 20th Business Day after commencement terms of the Offer in a manner adverse to any shareholder of the Company. (determined in accordance with Rules 14d-1(g)(3d) and The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the latest time and date as “Initial Expiration Time”) or, in the Offer, as it may be event the Initial Expiration Time has been extended pursuant to this Section 1.1(c)Agreement, may expire shall be the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration DateTime”). If . (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then-then scheduled Expiration DateTime, all of the conditions to the Offer (including the Minimum Condition and all the other conditions and requirements set forth in Annex IOffer Conditions) shall have not have been satisfiedsatisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Purchaser Merger Sub, then Merger Sub (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if permitted hereunderthe Company consents in writing prior to such extension), Purchaser the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Purchaser Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all required by applicable Law or applicable rules, regulations, interpretations or positions of the conditions Securities and requirements set forth in Annex I are satisfied Exchange Commission or waived or its staff (y) the date on which this Agreement is terminated in accordance with Section 9.1“SEC”); provided, however, that Purchaser that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date. Purchaser .” Merger Sub expressly reserves the rightright to, subject to compliance in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, to waive, amend or modify any term or condition of and the Offer Documents (as defined below) may, in its Merger Sub’s sole discretion; provided, however, that, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article 9. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of Sellerthe Company, Purchaser shall not: (i) change except in the form event that this Agreement is terminated pursuant to Article 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of consideration payable this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, decrease the Offer Price or decrease the number Merger Sub shall promptly return, and shall cause any depository acting on behalf of shares of Seller Merger Sub to return, in accordance with applicable Law, all tendered Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff registered holders thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (dh) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On As soon as practicable on the date of the commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC 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 and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information The Company shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser Merger Sub all information concerning Seller the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (fi) Parent shall provide or cause to be provided to Purchaser Merger Sub, on a timely basis basis, the funds necessary to pay for any shares of Seller Common Stock that Purchaser Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 8.1 and none subject to the satisfaction of the events conditions set forth in clause Annex A hereto (iii) of the Tender "Offer Conditions shall have occurredConditions"), Purchaser shall, as promptly soon as reasonably practicable (but in no event later than ten (10) Business Days) after the date hereof (and in any event within five business days from the date of this Agreementpublic announcement of the execution hereof), Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase for cash up to 80,916,766 of the Exchange Actissued and outstanding shares of Common Stock, par value $1.00 per share ("Company Common Stock"), of the Company and the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 24, 1997, between the Company and First Chicago Trust Company of New York (the "Rights Agreement") at a price of $37.125 per share of Company Common Stock, net to the seller in cash. The obligation of Purchaser to accept for payment shares of Company Common Stock tendered pursuant to the Offer at shall be subject only to the satisfaction 6 2 or waiver by Purchaser of the Offer PriceConditions. Subject Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer; provided that, unless previously approved by the Company in writing, no change may be made which changes the Minimum Condition or decreases the price per share of Company Common Stock payable in the Offer, changes the form of consideration payable in the Offer, increases or reduces the maximum number (80,916,766 Shares) of shares of Company Common Stock to be purchased in the Offer (the "Maximum Offer Number"), amends the Offer Conditions or imposes conditions to the Offer in addition to the Offer Conditions, or makes other changes to the terms or conditions to the Offer that are adverse to the holders of Company Common Stock. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for shares of Company Common Stock as soon as it is permitted to do so under applicable law. The Offer shall initially be scheduled to expire 20 business days following the commencement thereof, provided that, unless this Agreement has been terminated pursuant to Section 8.1 and subject to Section 1.1(b), Purchaser shall extend the Offer from time to time in the event that, at a then-scheduled expiration date, all of the Offer Conditions have not been satisfied or waived as permitted pursuant to this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Purchaser reasonably believes are necessary to cause the Offer Conditions to be satisfied. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement). Except as provided in Section 1.1(b) or 1.1(d), Purchaser shall not terminate the Offer without purchasing shares of Company Common Stock pursuant to the Offer. (b) If, on April 2, 1999 (subject to extension pursuant to the proviso to this sentence, the "Final Expiration Date"), Purchaser has not consummated the Offer in accordance with its terms, Purchaser shall thereupon terminate the Offer without the acceptance of any Shares previously tendered and the parties shall, upon the terms and conditions hereof, seek to consummate the Merger; provided, however, that the Final Expiration Date may be further extended by Parent, but in no event beyond April 17, 1999, if Parent reasonably believes that the required regulatory approvals pursuant to the HSR Act (as defined in Section 3.5(b)) and the notification of and approval by the European Commission under the EU Council Regulation 4064/89, as amended (the "EU Approval"), will be obtained during such extended period. If, at the Final Expiration Date, all Offer Conditions have not been satisfied, Purchaser shall, unless Parent and the Company otherwise agree, terminate the Offer, and the parties shall, subject to the terms and conditions hereof, seek to consummate the Merger. (c) Documents and all amendments thereto will comply in all material respects with the Exchange Act and the rules and regulations promulgated thereunder. Parent and Purchaser agree that the Company and its counsel shall be given an opportunity to review the Schedule 14D-1 before it is filed with the SEC. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of shares of Company Common Stock, in each case as and to the satisfaction or waiver of extent required by applicable federal securities laws. (d) In the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)event that this Agreement has been terminated pursuant to Section 8.1, Purchaser shall, and Parent shall cause Purchaser to, promptly after terminate the Expiration Date, accept for payment and pay for, after giving effect to Offer without accepting any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant to for payment. Parent will provide the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each Company with a copy of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by comments Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received receive from the SEC or its staff with respect to the Offer Documents promptly after following receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsthereof. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

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 IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred10 hereof, as promptly as reasonably ---------- practicable (but in no any event later than ten (10) Business Days) within five business days after the date of this Agreementhereof, Parent Merger Sub shall cause Purchaser to commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the Exchange Act) outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer at the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer PriceConsideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. Subject The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement and Agreement. --------- Subject to the satisfaction or waiver provisions of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day expire 20 business days after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which its commencement, unless this Agreement is terminated in accordance with Section 9.1; providedArticle 10, however, that Purchaser shall not be required to extend in which case the Offer beyond (whether or not previously ---------- extended in accordance with the Outside Date. Purchaser terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right, subject right to compliance with modify the Exchange Act, terms of the Offer and to waive, amend or modify waive any term or condition of the Offer in its sole discretion; providedOffer, however, except that, without the prior written consent of Sellerthe Company, Merger Sub shall not (and Purchaser shall not: cause Merger Sub not to) (i) waive the Minimum 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) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, decrease (vi) amend or modify any term or condition of the Offer Price (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or decrease (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Seller Common Stock sought pursuant to that have been validly tendered and not withdrawn represent less than 90% of the Offer; (ii) otherwise issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof)thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or (B) may be waived in connection whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or 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 which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with an increase in the consideration to be paid terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer so as to comply with applicable rules and regulations soon as practicable after the expiration of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (ec) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for purchase any shares of Seller Common Stock that Purchaser Merger Sub becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement.Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article IX hereof Section 10 and (ii) none of the events set forth in clause (iii) of the Tender Offer Conditions Annex I hereto shall have occurredoccurred or be existing, Merger Sub shall, as promptly as reasonably practicable (but and in no any event not later than ten eight (10) 8) Business Days) Days after the date of this Agreement), Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of under the Exchange Act) the Offer for all of the Shares, at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawnwithout interest. (b) Upon The obligation of Parent and Merger Sub to accept and pay for Shares tendered shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms and subject of the Offer prior to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on and not withdrawn a number of Shares (including the 20th Business Day after commencement Shares tendered under the Shareholder Agreements) which, together with the Shares then owned by Parent and Merger Sub, represents at least ninety percent (90%) of the Offer total number of Fully Diluted Shares (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Actas defined below) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c“Minimum Condition”), may expire shall be referred subject to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Datesuch waivers of, all of the conditions to the Offer (including and changes to, the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not as may be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”Section 1.1(e), and (ii) cause the other conditions set forth in Annex I hereto (collectively, the “Offer Conditions”). For purposes of this Agreement, “Fully Diluted Shares” shall mean the total number of outstanding shares of Company Common Stock, assuming (A) exercise on a cash basis of all outstanding Company Options, whether vested or unvested (excluding for this purpose all Company Options, whether vested or unvested, held by holders who have entered into binding written agreements with the Company agreeing to refrain from exercising all or any portion of such Company Options during any period that the Offer Documents to be disseminated to the Seller Stockholders as remains pending and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on all Company Options with an exercise price greater than the Offer Documents prior to their filing with Price, irrespective of whether the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether holders thereof have entered into such binding written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding theretoagreements), and (iiB) a reasonable opportunity exercise or conversion of all other rights to provide comments on that response (to which reasonable acquire Company Common Stock or securities convertible into Company Common Stock and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any issuance of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Company Common Stock that Purchaser becomes the Company is obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreementissue.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredAgreement, as promptly as reasonably practicable (practicable, but in no event later than ten (10) Business Days) five business days after the date of this Agreement, Parent Sprint shall cause Purchaser commence the Offer. The obligation of Sprint to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Sections 2.01, 2.02 and 2.03 (within or written waivers as set forth therein) and to the meaning terms and conditions of Rule 14d-2 this Agreement. Sprint may not consummate the Offer prior to March 20, 1998, modify or amend the terms of the Exchange Act) Offer, terminate the Offer at other than in accordance with the terms hereof or extend the Offer Pricebeyond June 15, 1998 (the earlier of June 15, 1998 or the date of acceptance for payment of the shares of Common Stock tendered pursuant to the Offer is hereinafter referred to as the "Expiration Date") in any such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)thereof, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be expire at midnight New York City time on the 20th Business Day after commencement of date that is 20 business days from the date the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offeris first published, as it may be extended pursuant sent or given to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all holders of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1Common Stock; provided, however, that Purchaser without the Company's consent, -------- ------- Sprint may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not be required to have been satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant SEC applicable to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to extend the Offer for any reason on one occasion for an aggregate period of not set forth more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in Annex I; or (v) amend any term of no event may the Offer in any manner materially adverse to holders of shares of Seller Common Stockextend beyond the Expiration Date. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (eb) On the date of commencement of the Offer, Parent and Purchaser Sprint shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) 14D-1 with respect to the Offer Offer, which shall contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement (such Schedule 14D-1 and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “"Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given"). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the party which discovers Company, Newco or Newco Sub specifically for inclusion in the Offer Documents. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment Sprint further agrees to take all steps necessary to amend or supplement describing such information shall the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Seller StockholdersCompany's stockholders, in each case as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchangeFederal securities laws. Seller The Company and its counsel shall furnish be given a reasonable opportunity to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in review the Offer Documents. (f) Parent shall Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or cause to be provided to Purchaser on a timely basis its counsel may receive from the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant SEC or its staff with respect to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementDocuments promptly after the receipt of such comments.

The Offer. (a) Provided Subject to the provisions of this Agreement, and provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 9.1 and none subject to the satisfaction or waiver of each of the events conditions to the Offer set forth in clause Annex A to this Agreement (iiithe "Offer Conditions"), not later than the tenth (10th) business day from the date of public announcement (counting the business day on which such announcement is made) of the Tender Offer Conditions execution of this Agreement (which date of announcement shall have occurred, as promptly as reasonably practicable (but in be no event later than ten (10) Business Days) the first business day after the date execution of this Agreement), Parent Acquiror shall cause Purchaser 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 at a price equal to the Common Stock Price for each and every share of Company Common Stock. The obligation of Merger Sub to consummate the Offer, to accept for payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer Price. Subject to the terms and conditions of this Agreement and shall be subject solely to the satisfaction or waiver of the Tender Offer Conditions. It is agreed that the Offer Conditions are for the benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to any such condition and Merger Sub expressly reserves the right, in its sole discretion, to waive any such condition; provided that, without the prior written consent of Company, Merger Sub shall not waive the Minimum Condition (as defined in Annex A) or the condition set forth in paragraph (f) of Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) A. The initial time and expiration date of the Offer shall be 12:00 midnight Eastern Standard Time on the date that is the 20th Business Day after business day following the commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and using Rule 14d-2 under the Exchange Act) (the latest time "Scheduled Expiration Date" and any date to which the Offer is extended as the Offer, as it may be extended pursuant to this permitted by Section 1.1(c), may expire 1.1(b) shall be referred to herein as the “"Extended Expiration Date”"). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer . (including the Minimum Condition and all other conditions and requirements set forth in Annex Ib) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; , to modify and make changes to the terms and conditions of the Offer, provided, however, that, that without the prior written consent of SellerCompany (which consent will not be valid unless authorized by the Board of Directors of Company), Purchaser shall not: no modification or change may be made which (i) change decreases the consideration payable in the Offer (except as permitted by this Agreement), (ii) changes the form of consideration payable in the OfferOffer (other than by adding consideration), decrease (iii) changes the Offer Price or decrease Minimum Condition, (iv) decreases the maximum number of shares of Seller Company Common Stock sought pursuant to the Offer; , (iiv) otherwise extend changes the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant material conditions to the Offer so as to comply with applicable rules and regulations of the SEC;in a manner (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (ec) On the date of commencement of the Offer, Parent Acquiror and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC with respect to the Offer a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”") with respect to the Offer which shall will comply in all material respects with the provisions of applicable federal securities laws, and will contain or incorporate by reference the offer to purchase relating to the Offer and forms of the related letter letters of transmittal, transmittal and summary advertisement (such Schedule TO and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will shall be made (collectively made, together with any supplements , or amendments thereto and including the exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under are referred to herein collectively as the Exchange Act, the “"Offer Documents”"), and (ii) cause . Acquiror shall deliver copies of the proposed forms of the Offer Documents to be disseminated Company at least 48 hours prior to filing such documents with the Seller Stockholders as SEC for review and to the extent required comment by the Exchange ActCompany and its counsel. Seller Company and its counsel shall be given a reasonable opportunity not less than 48 hours to review any amendments and comment on supplements to the Offer Documents prior to their filing with the SEC, SEC or dissemination to Company's stockholders. Acquiror shall provide Company and Parent and Purchaser shall give reasonable and good faith consideration to its counsel in writing any comments made by Seller that Merger Sub, Acquiror or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that their counsel may be received receive from the SEC or its staff with respect to the Offer Documents promptly and in any event not later than 24 hours after the receipt thereof thereof. Each of Company, Acquiror and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration Merger Sub shall be given). If at any time prior to the Effective Time, promptly correct any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered provided by Seller or Parent which should be set forth it for use in an amendment or supplement to the Offer Documents, so that the Offer Documents that shall not contain any untrue statement of a material fact have become false or omit to state misleading in any material fact required respect and Acquiror and Merger Sub further agree to be stated therein or take all steps necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall Schedule TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Seller Stockholdersstockholders of Company, in each case, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsfederal securities laws. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredSection 8.1, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject subject to the terms and conditions of this Agreement Agreement, as promptly as practicable (and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly any event within 10 Business Days) after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunderhereof, Purchaser shall (and Parent shall cause Purchaser to) extend 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 periods cash all Shares (other than Restricted Stock) at the Offer Price, subject to: (i) there being validly tendered in the Offer and not withdrawn prior to any then scheduled Expiration Date (as defined below) that number of up Shares which, together with the Shares then beneficially owned by Parent or Purchaser (if any), represents in the aggregate a majority of such Shares outstanding on a fully diluted basis on the date of purchase (where “on a fully diluted basis” means the number of Shares outstanding, together with the Restricted Stock and the shares of Common Stock which the Company may be required to 10 Business Days each until issue pursuant to the earlier exercise, conversion or exchange of any Company Options, RSUs, Equity Interests or other rights to acquire Shares then outstanding, whether or not vested or then exercisable) (xthe “Minimum Condition”); and (ii) the date on which the Minimum Condition has been met and all satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I are satisfied I. (b) The obligation of Purchaser to accept for payment and pay for any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject to the satisfaction of the Minimum Condition and the satisfaction, or waived waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Parent or Purchaser of the other conditions and requirements set forth in Annex I, Purchaser shall (yand Parent shall cause Purchaser to) consummate the date on which this Agreement is terminated Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after Purchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer shall be paid net to the seller in cash, and without interest, subject to withholding as provided in Section 9.12.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Purchaser 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 unless otherwise provided by this Agreement or as previously approved by the Company in writing, Purchaser shall not be required to extend (i) decrease the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretionPrice; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (iii) change the form of consideration payable in the Offer, decrease the Offer Price or decrease ; (iii) reduce the number of shares of Seller Common Stock sought pursuant Shares to be purchased in the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; ; (iv) impose any condition conditions or requirements to the Offer not that are different than or in addition to the conditions and requirements set forth in Annex I; or (v) amend or waive the Minimum Condition; (vi) amend any term other terms of the Offer set forth in this Agreement in any manner materially adverse to the holders of shares Shares, or (vii) extend the expiration of Seller Common Stockthe Offer in a manner other than set forth at Section 1.1(e) hereof. (d) Purchaser mayUnless extended pursuant to and in accordance with the terms of this Agreement, without the consent of Seller, elect to provide a subsequent offering period for the Offer shall expire at midnight (New York City time) on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-11 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Exchange Act following its acceptance for payment of shares of Seller Common Stock Offer (the “Initial Expiration Date”) or, in the Offerevent the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date to which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender The Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity extended from time to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.follows:

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred---------- Agreement, as promptly as reasonably practicable (practicable, but in no event later than ten (10) Business Days) five business days after the date public announcement of this Agreementthe Offer, Parent Acquisition Sub shall cause Purchaser commence the Offer. The obligation of Acquisition Sub to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at and accept for payment, and pay for, any shares of Company Common Stock or Preference Stock tendered pursuant to the Offer Price. Subject shall be subject to the conditions set forth in Exhibit A (any of which may be waived in whole or in part by Acquisition Sub in its sole discretion) and to the terms and conditions of this Agreement and Agreement. Acquisition Sub expressly reserves the right to modify the satisfaction or waiver terms of the Tender Offer Conditions set forth in Annex I Offer, except that, without the consent of the Company, Acquisition Sub shall not (including i) reduce the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such number of shares of Seller Company Common Stock validly tendered pursuant or Preference Stock to be purchased in the Offer, (ii) reduce the Common Stock Offer and not withdrawn. Price or the Preference Stock Offer Price, (biii) Upon the terms and subject modify or add to the conditions set forth in this AgreementExhibit A, each of (iv) except as provided in the parties hereto agrees to use its reasonable best efforts to takenext sentence, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective extend the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (iv) change the form of consideration payable in the Offer or (vi) amend any other term of the Offer in a manner adverse in any material respect to the holders of Company Common Stock or Preference Stock. Notwithstanding the foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to exceed 20 business days, if at any scheduled expiration date of the Offer, decrease any of the Offer Price or decrease the number of conditions to Acquisition Sub's obligation to accept for payment, and pay for, shares of Seller Company Common Stock sought pursuant to the Offer; or Preference Stock shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “"SEC”") or the staff thereof)thereof applicable to the Offer and (iii) terminate the Offer without prejudice to any of its and Parent's rights under this Agreement, or (B) including to proceed with the Merger in connection with an increase in accordance with, and subject to the consideration terms and conditions of, this Agreement. Subject to be paid the terms and conditions of the Offer and this Agreement, Acquisition Sub shall accept for payment, and pay for, all shares of Company Common Stock and Preference Stock validly tendered and not withdrawn pursuant to the Offer so as that Acquisition Sub becomes obligated to comply with applicable rules accept for payment, and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition pay for, pursuant to the Offer not set forth in Annex I; or (v) amend any term as soon as practicable after expiration of the Offer in any manner materially adverse Offer, subject to holders of shares of Seller Common Stockcompliance with Rule 14e-1(c) under the Exchange Act (as defined below). (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (eb) On the date of commencement of the Offer, Parent and Purchaser Acquisition Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) 14D-1 with respect to the Offer Offer, which shall contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement (such Schedule 14D-1 and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “"Offer Documents”"), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser Acquisition Sub agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") 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 are were made, not misleading, except that no representation is made by Parent or Acquisition Sub with respect to information regarding the party which discovers Company or its subsidiaries or provided by the Company for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Acquisition Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment each of Parent and Acquisition Sub further agrees to take all steps necessary to amend or supplement describing such information shall the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Seller StockholdersCompany's stockholders, in each case as and to the extent required by applicable Law Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or any applicable rules or regulations dissemination to stockholders of any stock exchangethe Company. Seller shall furnish to Parent and Purchaser all Acquisition Sub agree to provide the Company and its counsel any comments or requests for additional information concerning Seller required Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel an opportunity to participate, including by way of discussion with the Exchange Act to be set forth SEC or its staff, in the Offer Documentsresponse of Parent and/or Acquisition Sub to such comments. (fc) Parent shall provide or cause to be provided to Purchaser Acquisition Sub on a timely basis the funds necessary to accept for payment, and pay for for, any shares of Seller Company Common Stock and Preference Stock that Purchaser Acquisition Sub accepts for payment, and becomes obligated to purchase pay for, pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredVII, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date hereof (and in any event within fifteen (15) Business Days of this Agreementthe date hereof), Merger Sub shall (and Parent shall cause Purchaser to commence (Merger Sub to) commence, within the meaning of Rule 14d-2 of under the Exchange Act) , the Offer to purchase (subject to the Offer Conditions, including the Minimum Condition) all the outstanding Common Stock (other than the Shares cancelled or converted pursuant to Section 2.1(a)) at a price per share equal to the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver The consummation of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shallOffer, and Parent shall cause Purchaser to, promptly after the Expiration Date, obligation of Merger Sub to accept for payment payment, purchase and pay for, after giving effect to for any withholding tax, all such shares of Seller Common Stock validly tendered (and not withdrawn) pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not withdrawn. (b) Upon the terms and subject properly withdrawn prior to the conditions set forth in this AgreementExpiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, each together with the number of shares of Common Stock (if any) then owned by Parent or its Subsidiaries, represents at least a majority of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offershares of Common Stock then outstanding (collectively, the Merger and the other transactions contemplated by “Minimum Condition”); (ii) this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined Agreement not having been terminated in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) its terms (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration DateTermination Condition”). If on ; and (iii) the satisfaction, or prior to any then-scheduled Expiration Datewaiver by Parent or Merger Sub, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex II (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) shall not have been satisfiedSubject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waived waiver by Parent or Purchaser if permitted hereunderMerger Sub, Purchaser of the other Offer Conditions, Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) (i) promptly (and in any event no later than one (1) Business Day) after the Expiration Date accept for payment and purchase all shares of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer (the time of such acceptance, the “Acceptance Time”) and (ii) promptly (and in any event no later than one (1) Business Day) after the applicable Expiration Date cause the Paying Agent to pay for such shares of Common Stock. Subject to Section 2.9, the Offer Price payable in respect of each share of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer shall be paid net to the seller in cash, without interest. (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 this Agreement, including the Offer Conditions. Unless previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that is adverse to the holders of Common Stock, (vi) extend the expiration of the Offer except as required or permitted by this Section 1.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Common Stock. Parent and Merger Sub expressly reserve the right (but shall not be obligated) at any time and from time to time, in their sole discretion, to (A) increase the Offer Price, and (B) waive (to the extent permitted by applicable Law) any Offer Condition and make any other changes in the terms and conditions of the Offer, in each case, that are not inconsistent with the terms of this Agreement (including the limitations set forth in the preceding sentence). (d) Unless extended or terminated 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, as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If as of any then scheduled Expiration Date, any Offer Condition has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to 10 five (5) Business Days each until (or such longer period of up to twenty (20) Business Days if Parent so desires and the earlier of (xCompany consents in writing prior to such extension) in order to permit the date on which the Minimum Condition has been met and all satisfaction of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1Offer Conditions; provided, however, that Purchaser Merger Sub shall not be required to extend the Offer beyond August 31, 2019 (such date, the “Outside Date”), and shall not extend the Offer beyond the Outside Date without the Company’s consent. Notwithstanding the foregoing, 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 or NASDAQ; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of and shall not extend the Offer in its sole discretion; provided, however, that, beyond the Outside Date without the Company’s consent. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of Sellerthe Company, Purchaser except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Merger Sub shall not: (iand Parent shall cause Merger Sub to) change the form of consideration payable in the Offer, decrease promptly terminate the Offer Price or decrease and shall not acquire the number of shares of Seller Common Stock sought pursuant thereto. If the Offer is terminated by Merger Sub, or this Agreement is terminated prior to the Offer; (ii) otherwise extend the Expiration Date Acceptance Time, Merger Sub shall promptly return, and shall cause any depositary acting on behalf of the Offer except (A) as required by Merger Sub to promptly return, in accordance with applicable law (including for any period required by any ruleLaw, regulation, interpretation or position all tendered shares of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant Common Stock to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to registered holders of shares of Seller Common Stockthereof. (dg) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On As promptly as practicable on the date of commencement the commencement, within the meaning of Rule 14d-2 under the Exchange Act, of the Offer, Parent and Purchaser shall Merger Sub shall: (i) file or cause to be filed with the SEC 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, supplements and supplements exhibits thereto, the “Schedule TO”); (ii) cause a notice that satisfies the requirements of Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Notice”) to be given to all holders of shares of Common Stock with respect the Offer Documents, unless, prior to the date the Offer which shall contain or incorporate by reference is first commenced, the offer Maryland Short Form Notice has been given to purchase and forms all holders of shares of Common Stock who, except for the application of Section 3-106.1 of the related letter MGCL, would be entitled to vote on the Merger on the date such notice is given; (iii) deliver a copy of transmittalthe Schedule TO, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and including all exhibits thereto, and all deliveries, mailings and to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iv) give telephonic notices notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and, unless waived by NASDAQ or the “Offer Documents”)NASDAQ Listing Rules, and mail by means of first class mail a copy of the Schedule TO, to NASDAQ in accordance with Rule 14d-3(a) promulgated under the Exchange Act; and (iiv) cause the Offer Documents to be disseminated to the Seller Stockholders all holders of shares of Common Stock as and to the extent required by all applicable Laws, including the Exchange Act. (h) The Schedule TO shall include as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and a form of notice of guaranteed delivery (the Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as the “Offer Documents”). The Offer Documents shall include the Maryland Short Form Notice (whether as an exhibit or otherwise) as provided in clause (g)(ii) above and may include a description of the determinations, approvals and recommendations of the Company Board and the Company described in this Agreement (and a change to such determinations, approvals and recommendations to the extent applicable at the relevant time). Subject to the provisions of Section 5.2, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to use reasonable best efforts to (i) respond promptly to any comments of the SEC or its staff with respect to the Offer Documents and (ii) cause the Offer Documents when filed to comply with applicable Law and promptly correct any information provided by it for use in the Offer Documents, if and to the extent that any of them become aware that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Merger Sub agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Common Stock, in each case as and to the extent required by all applicable Laws, including the Exchange Act. Seller The Company shall promptly furnish to Parent all information concerning the Company, its stockholders and the Company Subsidiaries that may be reasonably requested in connection with this Section 1.1(h). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to their filing before they are filed with the SEC, and Parent and Purchaser Merger Sub shall give reasonable and good faith consideration to any such comments made by Seller or the Company and its counsel. In addition, Parent and Purchaser agree to Merger Sub shall provide Seller the Company and its counsel promptly with (i) copies of any comments or other communicationswritten comments, whether written or oraland shall inform them of any oral comments, that Parent, Merger Sub or their counsel may be received receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt thereof and prior to responding theretoof such comments, and (ii) any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to provide comments review and comment on that response (to which reasonable and good faith consideration shall be given). If at any time prior proposed written or oral responses to the Effective Time, any information relating to SEC or its staff in respect of the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Schedule TO and Offer Documents and Parent and Merger Sub shall not contain give reasonable consideration to any untrue statement of such comments made by the Company and its counsel and shall give the Company and its counsel a material fact or omit reasonable opportunity to state participate in any material fact required to be stated therein or necessary in order to make substantive telephonic communications with the statements therein, in light staff of the circumstances under which they are madeSEC related thereto, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required such participation is not prohibited by the Exchange Act to be set forth in the Offer DocumentsSEC or applicable Law. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated Within ten business days (as such term is defined in accordance with Article IX hereof and none of Rule 14d-1(g)(3) promulgated under the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredExchange Act, as promptly as reasonably practicable (but in no event later than ten (10) “Business Days”) after the date of this Agreementhereof, Merger Sub shall, and Parent shall cause Purchaser to Merger Sub to, (and the Company shall cooperate with Merger Sub to) commence (within the meaning of Rule 14d-2 of promulgated under the Exchange Act) an offer to purchase all outstanding shares of Common Stock of the Company at the purchase price of $16.00 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the terms of the Offer, the “Per Share Amount”) and shall, on the date of commencement of the Offer at but after affording the Company and its counsel reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made thereby, file a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and cause such documents to be disseminated to holders of shares of Common Stock, as required by Rule 14d-4 promulgated under the Exchange Act, in each case in connection with the Offer Price(the “Offer Documents”), and shall consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer Documents will comply in all material respects with the provisions of all applicable Federal securities Laws. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions conditions set forth in Annex I B hereto (including the Minimum Condition“Tender Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser Merger Sub to, promptly after and Merger Sub shall, upon the Expiration Dateexpiration of the Offer, accept for payment payment, and pay for, for (after giving effect to any required withholding taxor stock transfer Tax), all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawnvalidly withdrawn on the Acceptance Date. The obligation of Merger Sub to accept for payment and to pay for any shares of Common Stock validly tendered shall be subject solely to the satisfaction or waiver by Merger Sub of the Tender Offer Conditions. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such seller. No shares of Common Stock held by the Company or its Subsidiaries shall be tendered pursuant to the Offer. (b) Upon the terms and subject to the conditions set forth in this Agreement, each Parent on behalf of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser Sub expressly reserves the rightright from time to time, subject to compliance with the Exchange ActSection 1.1(c) and Section 1.1(d), to waive, amend or modify any term or condition of the Offer in its sole discretion, to waive any Tender Offer Condition, to increase the Per Share Amount or to make any other changes in the terms and conditions of the Offer; provided, however, that, that without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not: not (i) decrease the Per Share Amount or change the form of consideration payable in the OfferOffer (other than by adding consideration), decrease the Offer Price or (ii) decrease the number of shares of Seller Common Stock sought pursuant to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex B), (iv) impose additional conditions to the Offer; Offer or modify any conditions to the Offer in a manner adverse to the holders of shares of Common Stock, (iiv) otherwise make any change in the Offer that would require an extension or delay of the then current Expiration Date; provided, however, that this clause (v) shall not limit the right of Parent and Merger Sub to extend the Expiration Date of the Offer except (A) as required or permitted by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereofSection 1.1(d), or (Bvi) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, except for the Minimum Condition; ) or (ivvii) impose any condition to the Offer not set forth in Annex I; or (v) modify or amend any other term of the Offer Offer, in the case of clauses (vi) and (vii), in any manner materially adverse to the holders of shares of Seller Common Stock in their capacities as holders of shares of Common Stock. (dc) Purchaser mayNo agreement or representation hereby is made or shall be made by Parent or Merger Sub with respect to information supplied by the Company expressly for inclusion in, without or with respect to Company information derived from the consent of SellerCompany SEC Filings that is included or incorporated by reference in, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of Documents. Parent, Merger Sub and the Exchange Act following its acceptance Company each agrees promptly to correct any information provided by it for payment of shares of Seller Common Stock use in the Offer. (e) On Offer Documents if and to the date of commencement of the Offer, extent that it shall have become false or misleading in any material respect. Parent and Purchaser Merger Sub shall (i) file cause the Schedule TO, as so corrected or cause supplemented, to be filed 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 which shall contain Documents, as so corrected or incorporate by reference the offer to purchase and forms of the related letter of transmittalsupplemented, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be promptly disseminated to the Seller Stockholders Company’s stockholders, in each case as and to the extent required by the Exchange Actapplicable Federal securities Laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the any Offer Documents prior to their filing (including each amendment or supplement thereto) before they are filed with the SEC, and . Parent and Purchaser Merger Sub shall give reasonable and good faith consideration to any comments or other additions, deletions or changes made by Seller or the Company and its counselcounsel with respect to any Offer Documents. Parent and Purchaser agree to Merger Sub shall provide Seller the Company with (i) in writing, if written), and shall consult with the Company regarding, any comments or other communications, whether (written or oral, ) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof thereof. The Company and prior to responding thereto, and (ii) its counsel shall be given a reasonable opportunity to provide comments review and comment upon any proposed responses before they are filed with the SEC. (d) The initial expiration date of the Offer shall be at midnight, New York City time, on that response the 20th Business Day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (such date, or such subsequent date to which reasonable the expiration of the Offer is extended pursuant to and good faith consideration shall be givenin accordance with the terms of this Agreement, the “Expiration Date”). If at Merger Sub shall not terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 7.1 hereof. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with ARTICLE SEVEN, Merger Sub, without Parent or Merger Sub obtaining the consent of the Company, (i) shall extend the Expiration Date for any time prior to period required by the Effective Time, any information relating rules and regulations of the SEC or the NYSE AMEX (“NYSE AMEX”) applicable to the Offer, including in connection with an increase in the MergerPer Share Amount, Seller(ii) shall extend the Expiration Date if, on any then scheduled Expiration Date, any of the Tender Offer Conditions is not satisfied or waived by Parent, Purchaser for such periods of up to ten Business Days at a time (or any such other period as shall be approved by the Company) which such period of their respective Affiliatestime as Merger Sub may deem reasonably necessary, should be discovered but, except as provided in Section 1.1(d)(iii) or as required by Seller the rules and regulations of the SEC or Parent which should be set forth in an amendment or supplement NYSE AMEX applicable to the Offer Documents(including in connection with an increase in the Per Share Amount), so that in no event may the Expiration Date be extended pursuant to this clause (ii) to a date later than the Outside Date, and (iii) may extend the Expiration Date beyond the Outside Date for up to a period not to exceed the 13th Business Day after the last to occur of any date on which (w) the Company shall have publicly announced the receipt of an Acquisition Proposal in the event such announcement is made less than ten Business Days prior to the Outside Date, (x) the Company publicly announces its reaffirmation of its approval or recommendation of the Offer Documents following the public announcement of the receipt of any Acquisition Proposal in the event that such reaffirmation or announcement is made less than ten Business Days prior to the Outside Date, (y) an Adverse Recommendation Change has occurred less than ten Business Days prior to the Outside Date or (z) the Company advises Parent of an Acquisition Proposal in accordance with Section 5.3(d) if such advisement is received by Parent less than ten Business Days prior to the Outside Date. Except as expressly provided in this Section 1.1(d), Parent shall not contain extend the Offer if all of the Tender Offer Conditions are satisfied or waived and it is permitted under applicable Law to accept for payment and pay for validly tendered shares of Common Stock that are not validly withdrawn. Nothing in this Section 1.1(d) shall affect any untrue statement termination rights in ARTICLE SEVEN. (e) In the event the Acceptance Date occurs but Merger Sub does not acquire a sufficient number of shares of Common Stock to enable a material fact or omit Short-Form Merger to state any material fact required occur pursuant to Section 2.7 hereof, Merger Sub may (in its sole discretion), until the Outside Date, provide a “subsequent offering period” for a number of days to be stated therein or necessary determined by Parent but not less than three nor more than 20 Business Days in order to make the statements therein, in light of the circumstances accordance with Rule 14d-11 promulgated under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsAct. (f) Promptly upon the satisfaction or waiver by Merger Sub of the Tender Offer Conditions in accordance with Section 1.1(b), Parent shall cause Merger Sub to, and Merger Sub shall, (i) as soon as practicable after the Expiration Date, accept for payment and pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the date of acceptance for payment, the “Acceptance Date”), which acceptance may be by oral notice to the Paying Agent, (ii) on the Acceptance Date, deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Per Share Amount for all such accepted shares of Common Stock and (iii) as soon as practicable following such deposit, cause the Paying Agent to pay for all shares of Common Stock so accepted for payment. Parent shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for purchase any shares of Seller Common Stock that Purchaser Merger Sub becomes obligated to purchase pursuant to the Offer Offer. (g) Promptly after the Acceptance Date, the Company shall take all action requested by Parent necessary to elect to be treated as a “controlled company” as defined by Section 801(a) of the NYSE AMEX Company Guide and shall cause Purchaser to fulfill its obligations under this Agreementmake any necessary filings and disclosures associated with such status.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Article IX hereof and none a failure to satisfy any of the events conditions set forth in clause (iii) of the Tender Offer Conditions shall have occurredAnnex I hereto, as promptly as reasonably practicable (after the date hereof, but in no event later than ten (10) Business Days) after five business days following the date public announcement of the terms of this Agreement, Parent Merger Subsidiary shall cause Purchaser commence an offer (the "Offer") to commence (within the meaning of Rule 14d-2 purchase all of the Exchange Act) outstanding Shares at a price of $21.00 per Share, net to the seller in cash. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, immediately 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 Subsidiaries, represents at least a majority of the Offer Price. Subject to Shares outstanding on a fully-diluted basis (the terms and conditions of this Agreement "Minimum Condition") and to the satisfaction or waiver of the Tender Offer Conditions other conditions set forth in Annex I (including hereto. Merger Subsidiary expressly reserves the right to waive the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after Condition or any of the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant other conditions to the Offer and not withdrawn. (b) Upon to make any change in the terms and subject or conditions of the Offer; provided that 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 or imposes conditions to the conditions Offer which are broader than or in addition to those set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) Annex I. The initial scheduled expiration date of the Offer is January 6, 2000. Notwithstanding the foregoing, without the consent of the Company, Merger Subsidiary shall be on have the 20th Business Day after commencement of right to extend the Offer (determined in accordance with Rules 14d-1(g)(3i) and 14d-2 under from time to time if, at the Exchange Act) (the latest time and scheduled or extended expiration date as of the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfiedsatisfied or waived, until such conditions are satisfied or waived by Parent or Purchaser waived; provided that if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all any of the conditions and requirements set forth in Annex I are to the Offer is not satisfied or waived or (y) the on any scheduled expiration date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to Merger Subsidiary shall extend the Offer; , if such condition or conditions could reasonably be expected to be satisfied, for one additional period of 20 business days, (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof), thereof applicable to the Offer or any period required by applicable law and (iii) on one or more occasions (all such occasions aggregating not more than 10 business days) beyond the latest expiration date that would otherwise be permitted under clause (i) or (Bii) in connection with an increase in of this sentence, if, on such expiration date, the consideration to be paid number of Shares tendered (and not withdrawn) pursuant to the Offer so as to comply Offer, together with applicable rules and regulations the Shares then owned by Parent, represents less than 90% of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition outstanding Shares on a fully-diluted basis. Subject to the Offer not set forth in Annex I; or (v) amend any term foregoing and to the terms and conditions of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser mayOffer, without Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 expiration of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in Offer, all Shares properly tendered and not withdrawn pursuant to the Offer. (eb) On As soon as practicable on the date of commencement of the Offer, Parent and Purchaser Merger Subsidiary shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the “"Schedule TO”14D-1") with respect to the Offer Offer, which shall will contain or incorporate by reference the offer to purchase and forms form of the related letter of transmittal, transmittal and summary advertisement (such Schedule 14D-1 and other ancillary such documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “"Offer Documents”"). Parent, Merger Subsidiary and (ii) cause the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Seller Stockholders holders of Shares, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. Seller The Company and its counsel shall be given a reasonable an opportunity to review and comment on the Offer Documents (and any amendments thereto) prior to their filing being filed with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration SEC or disseminated to any comments made by Seller or its counselthe holders of Shares. Parent and Purchaser agree to Merger Subsidiary shall provide Seller the Company and its counsel with (i) any comments or other communicationscommunications that Parent, whether written Merger Subsidiary or oral, that their counsel may be received receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide of such comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentscommunications. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof VII and none subject to the conditions of this Agreement, then (i) not later than the events set forth in clause first Business Day after execution of this Agreement, LUKOIL Americas and the Company shall issue mutually acceptable public announcements regarding the execution of this Agreement and file such announcement with the Securities and Exchange Commission (iiithe "SEC") under cover of the Tender Offer Conditions Schedule TO and (ii) Merger Sub shall, and LUKOIL Americas shall have occurredcause Merger Sub to, as promptly soon as reasonably practicable (practicable, but in no event later than ten (10) seven Business Days) Days from and after the date of this Agreementsuch announcement, Parent shall cause Purchaser to including the date of announcement as the first Business Day in accordance with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commence (within the meaning of Rule 14d-2 14d-2(a) of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver purchase all of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such outstanding shares of Seller Company Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth other than as otherwise provided in this Agreement, each of ) at the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) Price Per Share. The initial expiration date of the Offer shall be on the 20th twentieth Business Day from and after the date the Offer is commenced, including the date of commencement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act subject to extension as provided herein. The Offer shall be made pursuant to an Offer to Purchase and related Letter of Transmittal in form reasonably satisfactory to the Company and containing terms and conditions consistent with this Agreement. The obligation of Merger Sub to accept for payment and pay for shares of Company Common Stock tendered pursuant to the Offer in accordance with the terms of this Agreement shall be subject only to (x) there being at least that number of shares of Company Common Stock representing a majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis (the "Minimum Shares") validly tendered and not withdrawn prior to the expiration of the Offer (determined in accordance with Rules 14d-1(g)(3the "Minimum Condition") and 14d-2 under (y) the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all satisfaction of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfiedA hereto, or any of which conditions may be waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer Merger Sub in its sole discretion; provided, however, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company. Each party agrees that no shares of Company Common Stock held by it or any of its Subsidiaries will be tendered to Merger Sub pursuant to the Offer. (b) Merger Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of Sellerthe Company, Purchaser shall not: Merger Sub will not (i) decrease the Price Per Share payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer or change the form of consideration payable in the Offer, decrease (iii) change or amend the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant conditions to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or A hereto or impose additional conditions to the Offer, (iv) change the expiration date of the Offer or (v) otherwise amend or add any term or condition of the Offer in any manner materially adverse in any material respect to the holders of shares of Seller Company Common Stock. (d) Purchaser may; provided, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oralhowever, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments if on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.scheduled

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as As promptly as reasonably practicable (but in no event later than ten (10) Business Days) five business days after the date public announcement of this Agreementthe execution hereof), Parent Merger Sub shall cause 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 (collectively, the "Exchange Act")) a tender offer (the "Offer") for all of the Exchange Actoutstanding shares of Company Common Stock (including the Company Preferred Rights) at a price of $20 per share of Company Common Stock, net to the Offer at seller in cash (such price, or any such higher price per share as may be paid in the Offer, being referred to herein as the "Offer Price. Subject "), subject to there being validly tendered and not withdrawn prior to the terms and conditions expiration of this Agreement the Offer, that number of shares of Company Common Stock (excluding shares of Company Common Stock held in the Company's treasury) which represents at least a majority of the Company Common Stock outstanding on a Fully Diluted Basis (the "Minimum Condition") and to the satisfaction or waiver of the Tender Offer Conditions other conditions set forth in Annex I (including the Minimum Condition), Purchaser shallA hereto, and Parent shall cause Purchaser to, promptly after consummate the Expiration Date, Offer in accordance with its terms ("Fully Diluted Basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under the Existing Options). The obligations of Merger Sub to accept for payment and to pay for, after giving effect to for any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn. withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (bthe "Offer to Purchase") Upon containing the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all the other conditions and requirements set forth in Annex I) A hereto. Merger Sub shall not have been satisfied, amend or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which waive the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Company Common Stock sought sought, or amend any other condition of the Offer in any manner adverse to the holders of the Company Common Stock without the prior written consent of the Company; provided, however, that if on the initial scheduled expiration date of the Offer which shall be twenty business days after the date the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act to have expired or been terminated, Merger Sub shall extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. Merger Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment Company Common Stock tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Company Common Stock tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, Merger Sub may extend the Offer two times for a period not to exceed ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer;. (iib) otherwise extend As soon as practicable on the Expiration Date of date the Offer except (A) as required by applicable law (including for any period required by any ruleis commenced, regulation, interpretation or position of Parent and Merger Sub shall file with the United States Securities and Exchange Commission (the “"SEC”") or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”) 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with respect any amendments and supplements 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 Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittalStockholders, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by Parent or Merger Sub with respect to information furnished by the party Company to Parent or Merger Sub, in writing, expressly for inclusion in the Offer Documents. The information supplied by the Company to Parent or Merger Sub, in writing, expressly for inclusion in the Offer Documents and by Parent or Merger Sub to the Company, in writing, expressly for inclusion in the Schedule 14D-9 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 discovers such information shall promptly notify they were made, not misleading. (c) Each of Parent and Merger Sub will take all steps necessary to cause the other party, and an appropriate amendment or supplement describing such information shall Offer Documents to be filed with the SEC and to be disseminated to the Seller Stockholders, in each case as and to the extent required by applicable Law or any applicable rules or regulations federal securities laws. Each of any stock exchange. Seller shall furnish to Parent and Purchaser all Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information concerning Seller required provided by the Exchange Act to be set forth it for use in the Offer Documents. (f) Documents if and to the extent that it shall have become false or misleading in any material respect and Parent shall provide or and Merger Sub will take all steps necessary to cause the Offer Documents as so corrected to be provided filed with the SEC and to Purchaser on a timely basis be disseminated to the funds necessary Stockholders, in each case as and to pay for the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and Merger Sub will provide the Company and its counsel, in the form in which they are received, with any shares of Seller Common Stock that Purchaser becomes obligated comments, whether written or oral, Parent, Merger Sub or their counsel may receive from time to purchase pursuant time from the SEC or its staff with respect to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementDocuments promptly after the receipt of such comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 9.1, Merger Sub shall, and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to Merger Sub to, on or before December 3, 2013, commence (within the meaning of Rule 14d-2 of under 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 (by means of funds provided to Merger Sub by Intermediary) any shares of Company Common Stock pursuant to the Offer at the Offer Price. Subject is subject to the terms and conditions of this Agreement and to the satisfaction or waiver (as provided in Section 2.1(c) below) of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition“Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon . On the terms and subject to the conditions set forth in of the Offer and this Agreement, each Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (by means of funds provided to Merger Sub by Intermediary) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the expiration date of the parties hereto agrees Offer and in compliance with applicable Law. The acceptance for payment of shares of Company Common Stock pursuant to use its reasonable best efforts and subject to takethe 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, or cause to be takenprovided, to Merger Sub (by means of funds provided to Merger Sub by Intermediary) on a timely basis funds necessary to purchase and pay for any and all actions shares of Company Common Stock that are necessary, proper or advisable Merger Sub becomes obligated to consummate accept for payment and make effective purchase pursuant to the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date Parent and Merger Sub expressly reserve the right to waive any of the Offer shall be on Conditions, to increase the 20th Business Day after commencement Offer Price or to make any other changes in the terms and conditions of the Offer (determined Offer; provided that, unless otherwise provided in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated or previously approved by the Company in accordance with Section 9.1; providedwriting, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser Parent and Merger Sub shall not: : (i) decrease the Offer Price or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares of Seller Company Common Stock subject to or sought pursuant to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock or (vi) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with 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 supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the Stockholders as and to the extent required by applicable Law. The Company hereby consents to the inclusion of 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, the Company Subsidiary and the Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the Offer to the record and beneficial holders of shares of Company Common Stock. 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 Stockholders, 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 comments (whether written or oral) 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 Stockholders, 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 efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 2.1(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 2.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 2.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than 10 Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree in order to permit the satisfaction of the Offer Conditions; provided that if the sole then-unsatisfied Offer Condition is the Minimum Condition, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (i) is 40 Business Days; provided further that Merger Sub shall not, without the Company’s prior written consent, extend the Offer if all Offer Conditions have been satisfied or waived, (ii) otherwise Merger Sub shall, and Parent shall cause Merger Sub to, extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities 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 each case, Merger Sub shall not in any event be required to, and Exchange Commission without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date, and (iii) Merger Sub shall have the right successively to extend the Offer from time to time if, on the on the then-effective Expiration Date the Marketing Period shall not have been completed, and in each instance Merger Sub may extend the Offer for an extension period of not more than 10 Business Days (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration length of such period to be paid determined by Merger Sub); provided that, unless the parties agree otherwise, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (iii) is 20 Business Days. Nothing in this Section 2.1(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 9.1. In the event that this Agreement is terminated pursuant to the Offer so as to comply with applicable rules terms hereof, Merger Sub shall, and regulations Parent shall cause Merger Sub to, promptly (and in any event within one Business Day of such termination) irrevocably and unconditionally terminate the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to Offer. If the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser mayis terminated or withdrawn by Merger Sub, without the consent of Seller, elect to provide a subsequent offering period for the Offer or this Agreement is terminated in accordance with Rule 14d-11 of Section 9.1, prior to the Exchange Act following its acceptance for payment of shares of Seller Company Common Stock tendered in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SECMerger Sub shall, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communicationscause Merger Sub to, whether written or oralpromptly return, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser any depository acting on behalf of Merger Sub to fulfill its obligations under this Agreementreturn, all tendered Company Common Stock to the registered holders thereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 8.1 of this Agreement and none of the events set forth in clause (iii) of the Tender Offer Conditions Annex I shall have occurredoccurred and be continuing, the Purchaser shall, as promptly as reasonably practicable following the execution of this Agreement (but in any event no event later than ten (10) Business Days) seven business days after the date execution and delivery of this Agreement), Parent shall cause 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 all of the shares of Common Stock at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver The obligations of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, to accept for payment and to pay for, after giving effect to for any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer on or prior to the expiration of the Offer and not withdrawn. (b) Upon the terms and withdrawn shall be subject to (i) there being validly tendered and not withdrawn prior to the final expiration of the Offer that number of shares of Common Stock which, together with the shares of Common Stock then beneficially owned by the Parent or the Purchaser, represents at least eighty percent (80%) of the shares of Common Stock outstanding on a Fully-Diluted Basis (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto. “Fully-Diluted Basis” shall mean, as of any date, the number of the shares of Common Stock issued and outstanding, together with the shares of Common Stock that may be issued by the Company pursuant to warrants, options, rights, or obligations outstanding at that date which have exercise or conversion prices on a per share basis at or below the Offer Price, whether or not vested or then exercisable (excluding the shares of Common Stock issuable pursuant to the Stock Option Agreement). Subject to the terms of the Offer and this Agreement, each and the prior satisfaction or waiver by the Parent or the Purchaser of the parties Minimum Condition and the other conditions set forth in Annex I hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective as of any expiration date of the Offer, the Merger Purchaser shall, in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for, and Parent shall cause the Purchaser to accept for payment and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after the expiration of the Offer (subject to the applicable provisions of Rule 14d-11 under the Exchange Act, to the extent applicable). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) containing the terms set forth in this Agreement and having only the Minimum Condition and the other transactions contemplated by conditions set forth in Annex I hereto. Parent and Purchaser agree that the Offer to Purchase will provide a statement in all appropriate places therein to the effect that the Purchaser’s obligation to purchase shares of Common Stock pursuant to the Offer is not conditioned on any financing arrangements or subject to any financing condition. Unless extended in accordance with this Agreement. (c) The Section 1.1(a), the Offer shall provide for an initial expiration date of twenty (20) business days (as defined in Rule 14d-1 promulgated under the Offer shall be on Exchange Act, each a “Business Day”) following the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and within the meaning of Rule 14d-2 promulgated under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Initial Expiration Date”). If on The Purchaser and the Parent agree that they shall not terminate or prior to any then-scheduled withdraw the Offer unless, at the Initial Expiration Date, all of the Minimum Condition shall not have been satisfied or the other conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth described in Annex I are have not been satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Dateearlier waived. The Purchaser expressly reserves the right, subject right to compliance with the Exchange Act, to waive, amend waive or modify any term or condition the terms of the Offer in its sole discretion; providedOffer, however, except that, without the prior written consent of Sellerthe Company (such consent to be authorized by the board of directors of the Company or a duly authorized committee thereof), neither the Parent nor the Purchaser shall not: (i) amend or waive satisfaction of the Minimum Condition, (ii) decrease the Offer Price, (iii) change the form of consideration payable in the Offer, decrease the Offer Price or (iv) decrease the number of shares of Seller Common Stock sought pursuant in the Offer, (v) impose additional conditions to the Offer; , (vi) amend any of the conditions set forth in Annex I in any manner adverse to the holders of the shares of Common Stock, or (vii) amend any other term of the Offer in a manner that is materially adverse to the holders of the shares of Common Stock. Notwithstanding the foregoing, the Purchaser may (but shall not be obligated to), without the consent of the Company extend the Offer (x) beyond the Initial Expiration Date from time to time, for such period or periods of time as the Purchaser reasonably believes are necessary to cause the conditions to be satisfied if, at the Initial Expiration Date, any conditions to the Offer shall not have been satisfied or waived (in which event the term “Initial Expiration Date” shall mean the latest time and date at which the Offer, as so extended by the Purchaser, shall so expire); provided that, the Purchaser shall, upon the written request of the Company, extend the Offer for one or more periods not to exceed an aggregate of ten (10) Business Days if, as of any expiration date, all of the conditions set forth in clause (ii) otherwise extend the Expiration Date of the Offer except Annex I (Aother than subparagraph (c) as required by applicable law thereof) are not satisfied, but such conditions are reasonably capable of being satisfied in such period, (including y) for any period required by any rule, regulation, interpretation interpretation, or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereofthereof applicable to the Offer and (z) on one or more occasions (all such occasions aggregating not more than twenty Business Days) beyond the latest expiration that would otherwise be permitted under clause (x) or (y) of this sentence, if, on such expiration date, all of the conditions to the Purchaser’s obligation to accept payment of the Common Stock are satisfied or earlier waived, but the number of shares of Common Stock validly tendered (and not withdrawn) pursuant to the Offer, together with the Common Stock then owned by Parent and the Purchaser, represents less than ninety percent (90%) of the outstanding shares of Common Stock on a Fully-Diluted Basis; provided, however, that Purchaser’s decision to extend the Offer in the case of this clause (z) shall constitute a waiver of the conditions set forth in clauses (d) and (f) (excluding any willful or intentional breach of any material obligation of the Company) on Annex I and of its right to terminate the Agreement under Sections 8.1(b)(iii), (c)(iv), or (Bc)(v). In addition, subject to the provisions of Section 8.1(b)(iii) of this Agreement, if, on the Initial Expiration Date any of the events set forth in connection with an increase subparagraph (c) of Annex I shall have occurred and be continuing and shall not have been waived by the Purchaser, then, in each such case, the consideration Purchaser shall extend the Offer for up to be paid ten (10) Business Days. In the event the Minimum Condition is satisfied and the Purchaser purchases the shares of Common Stock pursuant to the Offer so as to comply with applicable rules and regulations of Offer, the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Sellerin its sole discretion, elect to provide a “subsequent offering period for the Offer period” in accordance with Rule 14d-11 of promulgated under the Exchange Act following its acceptance for payment of shares of Seller Common Stock in (a “Subsequent Offering Period”). In addition, the Purchaser may increase the Offer Price (but not change any other condition to the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to extend the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing law in connection with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinsuch increase, in light each case in its sole discretion and without the consent of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsCompany. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that So long as this Agreement agreement shall not have been terminated in accordance with Article IX hereof Section 8.01 and none of the events set forth in clause Annex I hereto (iiias hereinafter provided) of the Tender Offer Conditions shall have occurredoccurred or exist, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this AgreementPurchaser shall, and Parent shall cause the Purchaser to to, commence (within the meaning of Rule 14d-2 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as promptly as practicable after the date hereof, but in any event not later than the fifth business day following the date hereof, the Offer for all outstanding Shares at the Share Offer Price applicable to such Shares, net to the seller in cash in accordance with this Agreement. The initial expiration date for the Offer shall be the twentieth business day from and after the date the Offer is commenced, including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act (the "Initial Expiration Date"). As promptly as reasonably practicable, on the commencement date of the Offer, the Parent and the Purchaser shall file with the Securities and Exchange Commission (the "SEC"), with respect to the Offer, the Purchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") (together with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer at to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. The Company and its counsel shall be given an opportunity to review and comment upon the Offer Price. Subject Documents and any amendment or supplement thereto prior to the terms filing thereof with the SEC, and conditions Parent and Purchaser shall consider such comments in good faith. Parent and Purchaser agree to provide to the Company and its counsel any comments which Parent, Purchaser or their counsel may receive from the Staff of this Agreement and the SEC with respect to the Offer Documents promptly after receipt thereof. The obligation of Parent to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject to the satisfaction or waiver (to the extent permitted by this Agreement) of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”"Offer Conditions"). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Without the prior written consent of Sellerthe Company, the Purchaser shall not: (i) not decrease the price per Share or change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock Shares sought pursuant to be purchased in the Offer; (ii) otherwise extend , change the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not conditions set forth in Annex I; or , waive the Minimum Condition (v) as defined in Annex I), impose additional conditions to the Offer, except as otherwise provided herein, extend the Initial Expiration Date or amend any other term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock.any (db) Purchaser mayThe Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On on the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement and on Schedule TO (together with all amendments and supplements theretothe date first published, the “Schedule TO”) with respect sent or given to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittalCompany's stockholders, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by Parent or the party which discovers such Purchaser with respect to information shall promptly notify supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and the Purchaser, on the one hand, and the Company, on the other partyhand, agrees promptly to correct any information provided by it for use in the Offer Documents if and an appropriate amendment to the extent that it shall have become false or supplement describing such information shall misleading in any material respect and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Seller StockholdersCompany, in each case as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsfederal securities laws. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 7.1 and none of the events set forth in clause Annex I hereto shall have occurred and be continuing (iiiand shall not have been waived by the Acquisition Sub), then, within five (5) Business Days after the public announcement of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date execution of this Agreement, Parent Acquisition Sub shall cause Purchaser to commence (within the meaning of Rule 14d-2 of under the Exchange Act) the Offer to purchase for cash all Shares at the Offer Price. Subject , subject to (A) there being validly tendered and not withdrawn prior to the terms expiration of the Offer that number of Shares which, together with the Shares purchasable under the Stock Purchase Agreement and conditions the Shares then owned by Parent or Acquisition Sub on the date of this Agreement Agreement, represents at least seventy-five percent (75%) of the Shares outstanding on a fully-diluted basis, assuming the exercise of all options, warrants and to rights with exercise prices of less than $1.60 per share and convertible securities outstanding on the Expiration Date (the "Minimum Condition"), and (B) the satisfaction or waiver of the Tender Offer Conditions other conditions set forth in Annex I hereto (including the Minimum Condition, together with the conditions set forth in Annex I, collectively, the "Offer Conditions"); provided, Purchaser shallhowever, that in the event that the failure of any Offer Condition to be satisfied was caused solely by any material breach by Parent or Acquisition Sub of this Agreement and Parent such failure has been waived by the Company, Acquisition Sub shall cause Purchaser to, promptly after the Expiration Date, be obligated to accept for payment and pay forfor Shares tendered pursuant to the Offer. (b) Subject to the prior satisfaction or waiver by Parent or Acquisition Sub of the Offer Conditions, after giving effect Acquisition Sub shall consummate the Offer in accordance with its terms and to any withholding tax, accept for payment and pay for all such shares of Seller Common Stock validly Shares tendered pursuant to the Offer as soon as reasonably practicable after Acquisition Sub is legally permitted to do so under applicable law. The obligations of Acquisition Sub to commence the Offer and accept for payment and pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn. (b) Upon the terms and withdrawn shall be subject to the conditions Offer Conditions. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") that is subject to the terms set forth in this Agreement, each of including the parties hereto agrees to use its reasonable best efforts to takeOffer Conditions and shall reflect, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offeras appropriate, the Merger and the other transactions contemplated by terms set forth in this Agreement. (c) The . If, on the initial scheduled expiration date of the Offer Offer, which shall be on no earlier than twenty (20) Business Days after the 20th Business Day after commencement date the Offer is commenced, all conditions to the Offer will not have been satisfied or waived, Acquisition Sub may, from time to time, extend the expiration date or terminate the Offer. Parent and Acquisition Sub expressly reserve the right to waive any Offer Condition, to increase the Offer Price and to make any other changes in the terms and conditions of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer; provided, as it may be extended pursuant to this Section 1.1(c)that, may expire shall be referred to as the “Expiration Date”). If on unless one or prior to any then-scheduled Expiration Date, all more of the conditions to the Offer (including and the Minimum Condition and all other conditions and requirements set forth in Annex I) Merger shall not have been satisfiedmet, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, thatthen, without the prior written consent of Sellerthe Company, Purchaser Acquisition Sub shall not: (i) not decrease the Offer Price, change the form of consideration payable in the OfferOffer (other than by adding consideration), decrease the Offer Price or decrease the number of shares Shares sought in the Offer, amend or waive the Minimum Condition to less than a majority of Seller Common Stock sought pursuant the Shares outstanding on Expiration Date, impose additional conditions to the Offer; (ii) otherwise , extend the Expiration Date Offer (except as set forth below) beyond the date that is twenty (20) Business Days after commencement of the Offer except or the last day of the last extension (Ain accordance with this Section 1.1), if any, of the Offer, whichever is later (the "Expiration Date"), or amend any condition of the Offer in any manner materially adverse to the holders of the Shares; provided, however, that (x) if on any then scheduled Expiration Date, all Offer Conditions shall not have been satisfied or waived, Acquisition Sub may, from time to time, in its sole discretion, extend or further extend the Offer for one or more periods as required Acquisition Sub may determine until the earlier of (1) the date on which all Offer Conditions shall have been satisfied or waived or (2) the Termination Date, and if on the then scheduled Expiration Date, there have not been tendered (along with Shares then owned by applicable law (including Parent or Acquisition Sub or purchasable under the Stock Purchase Agreement) at least 90% of the outstanding Shares on a fully diluted basis, assuming the exercise of all options, warrants and rights with exercise prices of less than $1.60 per share and convertible securities outstanding on the Expiration Date, Acquisition Sub may, in its sole discretion and notwithstanding the prior satisfaction of the Offer Conditions, extend the Offer on one or more occasions for any an aggregate period of not more than 10 Business Days, provided that during such extension or extensions Acquisition Sub shall waive the Offer Conditions other than the Minimum Condition. In addition, Acquisition Sub may, in its sole discretion, provide a "subsequent offering period" in accordance with Rule 14d-11 under the Exchange Act. In addition, Acquisition Sub may increase the Offer Price and extend the Offer to the extent required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof)thereof or any period required by applicable law, or (B) in connection with an increase each case in its sole discretion and without the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common StockCompany's consent. (dc) Purchaser may, without As soon as practicable on the consent of Seller, elect to provide a subsequent offering period for date the Offer in accordance is commenced, Parent and Acquisition Sub shall file with Rule 14d-11 of the SEC, pursuant to Regulation M-A under the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer"Regulation M-A"), Parent and Purchaser shall (i) file or cause to be filed with the SEC 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 the summary term sheet required under Regulation M-A and, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “"Offer Documents”"), . Parent and (ii) Acquisition Sub agree to take all steps reasonably necessary to cause the Offer Documents to be filed with the SEC and disseminated to the Seller Stockholders holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Acquisition Sub, on the Exchange Actone hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by law. Seller Acquisition Sub further agrees 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, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing Schedule TO before it is filed with the SEC. In addition, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser Acquisition Sub agree to provide Seller the Company and its counsel with (i) any comments or other communicationscomments, whether written or oral, that Parent, Acquisition Sub or their counsel may be received receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding theretoof such comments by Parent or Acquisition Sub, as the case may be, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser written or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsoral responses thereto. (fd) On the terms and subject to the prior satisfaction or waiver of the Offer Conditions, Parent shall provide or cause to be provided to Purchaser Acquisition Sub, and deposited with the Paying Agent referred to in Section 2.2 on a timely basis the basis, funds necessary to accept for payment, and to pay for for, any shares of Seller Common Stock Shares that Purchaser Parent becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredMerger Agreement, as promptly as reasonably practicable (practicable, but in no event later than ten (10) Business Days) after the date of this AgreementFebruary 23, Parent 1998, Sub shall, and Purchaser shall cause Sub to, commence the Offer. The obligation of Sub to, and of Purchaser to cause Sub to, commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at and accept for payment, and pay for, any Company Common Shares and Company Preferred Shares tendered pursuant to the Offer Price. Subject shall be subject to the conditions set forth in Exhibit A (any of which, including the Minimum Condition (as defined in Exhibit A) may be waived by Sub in its sole discretion) and to the terms and conditions of this Agreement and Merger Agreement. Sub expressly reserves the right to modify the satisfaction or waiver terms of the Tender Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Company Common Shares and Company Preferred Shares to be purchased in the Offer; (ii) reduce the Common Share Offer Conditions set forth Price or the Preferred Share Offer Price, except as otherwise provided in Annex I this Merger Agreement; (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (biii) Upon the terms and subject modify or add to the conditions set forth in this Agreement, each Exhibit A in any manner that the Board of Trustees of the parties hereto agrees to use Company, in the exercise of its reasonable best efforts to takefiduciary obligations, or cause determines to be takenadverse to the holders of Company Common Shares or Company Preferred Shares; (iv) except as provided in the next sentence, all actions that are necessary, proper or advisable to consummate and make effective extend the Offer, the Merger and the other transactions contemplated by this Agreement. ; (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (iv) change the form of consideration payable in the Offer, decrease ; or (vi) amend any other term of the Offer Price or decrease in a manner that the number Board of shares Trustees of Seller Common Stock sought pursuant the Company, in the exercise of its fiduciary obligations, determines to be adverse to the holders of Company Common Shares and Company Preferred Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer; ) for a period not to exceed 20 business days, if at the scheduled expiration date of the Offer any of the conditions to Sub's obligation to accept for payment, and pay for, Company Common Shares and Company Preferred Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived; or (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “"SEC”") or the staff thereof)thereof applicable to the Offer. Subject to the terms and conditions of the Offer and this Merger Agreement, or (B) in connection with an increase in the consideration to be paid Sub shall, and Purchaser shall cause Sub to, accept for payment, and pay for, all Company Common Shares and Company Preferred Shares validly tendered and not withdrawn pursuant to the Offer so as that Sub becomes obligated to comply with applicable rules accept for payment, and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition pay for, pursuant to the Offer not set forth in Annex I; or (v) amend any term as soon as practicable after the expiration of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (eb) On the date of commencement of the Offer, Parent Purchaser and Purchaser Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) 14D-1 with respect to the Offer Offer, which shall contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement (such Schedule 14D-1 and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “"Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given"). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and the Offer Documents 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 are were made, not misleading, except that no representation is made by Purchaser or Sub with respect to information supplied by the party which discovers Company specifically for inclusion in the Offer Documents. Each of Purchaser, Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment each of Purchaser and Sub further agrees to take all steps necessary to amend or supplement describing such information shall the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Seller StockholdersCompany's shareholders, in each case as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchangeFederal securities laws. Seller The Company and its counsel shall furnish be given a reasonable opportunity to Parent review and Purchaser all information concerning Seller required by the Exchange Act to be set forth in comment upon the Offer DocumentsDocuments and all amendments and supplements thereto prior to their filing with the SEC or dissemination to shareholders of the Company. Purchaser and Sub agree to provide the Company and its counsel any comments Purchaser, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (fc) Parent Subject to the terms and conditions of the Offer, Purchaser shall provide or cause to be provided to Purchaser Sub on a timely basis the funds necessary to accept for payment, and pay for for, any shares of Seller Company Common Stock Shares and Company Preferred Shares that Purchaser Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article IX hereof its terms and none of (ii) the events set forth in clause (iii) of the Tender Offer Conditions Company shall have occurredcomplied with its applicable obligations under Section 1.4, Parent shall use its reasonable best efforts to cause Bid Sub to commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer at the Offer Price as promptly as reasonably practicable (practicable, but in no event later than ten (10) Business Days) after Days following the date effectiveness of this Agreementthe Parent Registration Statement. For the avoidance of doubt, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) may consummate the Offer at through Bid Sub, its wholly-owned Subsidiary. (b) The obligation of Bid Sub (and Parent’s obligation to cause Bid Sub) to accept for exchange, and exchange the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay Price for, after giving effect to any withholding tax, all such shares of Seller Company Common Stock validly Shares tendered pursuant to the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer (other than Company Common Shares tendered by guaranteed delivery where actual delivery has not occurred), prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn. , a number of Company Common Shares that, together with any Company Common Shares then directly or indirectly owned by Parent, Bid Sub or Merger Sub, represents at least 90% of all outstanding Company Common Shares (bexcluding shares held by the Company) Upon (the terms “Minimum Condition”) and subject to (ii) the other conditions set forth in this Agreement, each Annex A (the Minimum Condition and such other conditions collectively referred to herein as the “Offer Conditions”). Parent and Bid Sub expressly reserve the right in their sole and absolute discretion to waive any of the parties hereto agrees Offer Conditions (if such waiver is permitted hereunder) and to use modify the terms of the Offer; provided that unless previously approved in writing by the Company in the Company’s sole and absolute discretion, (A) the Minimum Condition may not be amended or waived (provided that if all the conditions in Annex A (other than the Minimum Condition and conditions that shall be satisfied on the Closing Date) have been satisfied or (if such waiver is permitted hereunder) waived, Parent may elect, in its reasonable best efforts sole and absolute discretion, to takewaive the Minimum Condition down to 66 2/3% of all outstanding Company Common Shares (excluding shares held by the Company)), (B) no change may be made that changes the form of consideration to be paid or decreases the cash per Company Common Share, the number of Company Common Shares sought in the Offer or the number of Parent Shares per Company Common Share and (C) no change may be made that amends in a manner adverse to the holders of Company Common Shares (which, for the avoidance of doubt, shall not include any waiver of the Minimum Condition other than in accordance with the proviso in clause (A)), or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offeradds to, the Merger Offer Conditions, provided, that Bid Sub may change the amount of Cash Consideration and the other transactions Stock Consideration offered as contemplated by and in accordance with this AgreementAgreement and (C) except as set forth in Section 1.1(c), the Offer may not be extended. (c) The initial expiration date Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall be expire at 10:00 a.m., New York City time, on the 20th twenty-first (21st) Business Day after commencement of the Offer (determined for this purpose calculated in accordance with Rules Rule 14d-1(g)(3) and 14d-2 under the Exchange Act) after the date that the Offer is commenced. Subject to the parties’ respective termination rights under Section 9.1 (if applicable), (i) if, at the latest time and scheduled or extended expiration date as of the Offer, as it may be extended pursuant to this Section 1.1(cany Offer Condition has not been satisfied or waived (if such waiver is permitted hereunder), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser Bid Sub shall (and Parent shall cause Purchaser Bid Sub to) extend the Offer for successive periods of up to 10 ten (10) Business Days each or such other number of Business Days as the parties may agree in order to permit the satisfaction of such Offer Conditions, until the earlier to occur of (x) the date on which the Minimum Condition has been met and satisfaction or waiver (if such waiver is permitted hereunder) of all of the conditions Offer Conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with End Date (as may be extended pursuant to Section 9.1; provided9.1(c)), however, that Purchaser and (ii) Bid Sub shall not be required to (and Parent shall cause Bid Sub to) extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or its staff or the staff thereof)New York Stock Exchange (including any successor exchange, or (B“NYSE”) in connection with an increase in the consideration to be paid pursuant applicable to the Offer so as to comply with or any period required by applicable rules and regulations Law. Following the expiration of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser mayOffer, without the consent of Seller, Bid Sub may elect to provide a one or more subsequent offering period for the Offer periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act following its acceptance and in compliance with all other provisions of applicable Law. The Offer Price payable in respect of each Company Common Share validly tendered and not withdrawn pursuant to the Offer or validly tendered in any Subsequent Offering Period shall be paid to the holder thereof in cash and Parent Shares, subject to reduction for payment any applicable withholding Taxes. (d) Subject to the foregoing and other applicable Law and upon the terms of and subject to the conditions of the Offer, Bid Sub shall (and Parent shall cause Bid Sub to) accept for exchange, as promptly as permitted under applicable securities Law, and exchange and pay for, or cause to be exchanged and paid for, (after giving effect to any required withholding Tax), as promptly as practicable after the date on which Bid Sub first accepts Company Common Shares for exchange pursuant to the Offer (the date and time of such first acceptance, regardless of any Subsequent Offering Periods pursuant to Rule 14d-11 of the Exchange Act, the “Acceptance Time”), all Company Common Shares (i) validly tendered and not withdrawn pursuant to the Offer or (ii) validly tendered in any such Subsequent Offering Period. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Parent and Bid Sub expressly reserve the right to delay exchanges of Company Common Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. (e) No fraction of a Parent Share shall be issued in connection with the Offer, no dividends or other distributions with respect to Parent Shares shall be payable on or with respect to any such fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu thereof, each tendering Company shareholder who would otherwise be entitled to a fractional Parent Share (after aggregating all fractional Parent Shares that otherwise would have been received by such Company shareholder) shall, upon surrender of (i) certificates registered in the name of such shareholder and representing outstanding Company Common Shares (each, a “Company Certificate”) or (ii) evidence of uncertificated shares of Seller Company Common Stock Shares represented by book-entry (each, a “Book-Entry Share”), in each case, be entitled to receive an amount of cash (without interest and subject to the amount of any withholding taxes as contemplated by Section 3.2(i)) rounded to the nearest whole cent determined by multiplying (i) the Acceptance Time Parent Share Price by (ii) the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that such cash payment in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (f) The Company agrees that no Company Common Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (eg) On the date of commencement of the Offer, Parent and Purchaser Bid Sub shall (iand Parent shall cause Bid Sub to) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer which that shall contain or incorporate by reference the an offer to purchase exchange and forms a form of the related letter of transmittaltransmittal (collectively, summary advertisement together with any amendments or supplements thereto, the Parent Registration Statement and such other ancillary documents and instruments required thereby pursuant to which the Offer will as may be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Actrequired, the “Offer Documents”). Parent and Bid Sub agree to use reasonable best efforts to, and as promptly as practicable on the date of commencement of the Offer: (iix) cause the Offer Documents to be disseminated to the Seller Stockholders Company’s shareholders as and to the extent required by applicable U.S. federal and, if applicable, Canadian securities Laws and the Swiss Code of Obligations, (y) deliver a copy of the Offer Documents to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (z) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Offer Documents to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act. Seller The Company shall promptly furnish to Parent and Bid Sub in writing all information concerning the Company, its directors, officers and Affiliates as may be required by applicable securities Law or reasonably requested by Parent or Bid Sub for inclusion in the Schedule TO or the other Offer Documents. Parent and Bid Sub shall (and Parent shall cause Bid Sub to) use their reasonable best efforts to: (x) cause the Schedule TO and the other Offer Documents to comply in all material respects with (A) the Securities Act and the Exchange Act, (B) the rules and regulations of the NYSE and the TSX, (C) the rules and regulations of FINRA and (D) the Swiss Code of Obligations, in each case, as applicable. If at any time before consummation of the Offer Parent shall become aware that there has occurred an event that is required to be set forth in an amendment to the Schedule TO or in a supplement to the other Offer Documents: (1) Parent shall promptly prepare such an amendment or supplement; and (2) Parent shall promptly file with the SEC and distribute to the shareholders of the Company such amendment or supplement, in each case, as and to the extent required by applicable federal securities Law and the Swiss Code of Obligations. Each of Parent, Bid Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule TO and the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. The Company and Parent will, and will cause their respective Representatives to, reasonably cooperate with the other in the preparation of the Schedule TO and the other Offer Documents. Without limiting the generality of the foregoing, Parent shall, and shall cause its Representatives to, provide the Company and its counsel shall be given Representatives with a reasonable opportunity opportunity, in advance of initial filing or any amendment or filing of any supplement thereto, to review and comment on the Schedule TO and the other Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counselDocuments. Parent and Purchaser agree to provide Seller with (i) shall promptly notify the Company in writing of the receipt of any written or oral comments from or other communications, whether written or oral, that may be received from correspondence with the SEC or its staff with respect to the Schedule TO or the other Offer Documents and any request by the SEC or its staff for amendments or supplements to the Schedule TO or the other Offer Documents or for additional information and shall promptly after receipt thereof supply the Company with copies of all correspondence between it and prior to responding theretoany of its Representatives or Affiliates, on the one hand, and (ii) a reasonable opportunity to provide comments the SEC or its staff, on that response (to which reasonable and good faith consideration shall be given). If at any time prior the other hand, with respect to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser Schedule TO or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (fh) Parent shall provide or cause to be provided to Purchaser on a timely basis the Exchange Agent in accordance with Section 3.2 the funds and Parent Shares necessary to accept for payment, and pay for for, any shares of Seller Company Common Stock Shares that Purchaser Bid Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer. (i) If, between the date hereof and the date on which any Company Common Share is accepted for payment and paid for pursuant to the Offer, the Company Common Shares are changed (or a record date for such change occurs) into a different number or class of shares by reason of any stock split, stock dividend, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately and proportionately adjusted, taking into account the record and payment or effective dates, as the case may be, for such transaction. (j) If, between the date hereof and the date on which any Company Common Share is accepted for payment and paid for pursuant to the Offer, the outstanding Parent Shares are changed (or a record date for such change occurs) into a different number or class of shares by reason of any division or subdivision of shares, stock dividend, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately and proportionately adjusted, taking into account the record and payment or effective dates, as the case may be, for such transaction. (k) Unless this Agreement is terminated pursuant to Section 9.1, Bid Sub shall not (and Parent shall cause Bid Sub not to) terminate or withdraw the Offer prior to any scheduled expiration date without the prior written consent of the Company in its sole and absolute discretion, except that in the event this Agreement is terminated pursuant to Section 9.1, Bid Sub shall (and Parent shall cause Bid Sub to) promptly (and in any event within twenty-four (24) hours) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Company Common Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Company Common Shares in the Offer, Bid Sub shall (and Parent shall cause Purchaser Bid Sub to) promptly return, or cause any depositary acting on behalf of Bid Sub to fulfill its obligations under this Agreementreturn, all tendered Company Common Shares to the tendering shareholders of the Company.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and (i) none of the events set forth in clause paragraphs (b) and (d) of Annex I to this Agreement shall have occurred and be existing, (ii) the Company shall have complied with its obligations under Section 2.03(c) and Section 2.03(d) and (iii) of the Tender Offer Conditions this Agreement shall not have occurredpreviously been validly terminated in accordance with Section 10.01, as promptly as reasonably practicable (practicable, but in no event later than ten twelve (1012) Business Daysbusiness days (as defined in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date of this Agreement, Parent shall cause Purchaser to to, and Purchaser shall, commence (within the meaning of Rule 14d-2 of promulgated under the Exchange Act) the Offer at for all of the outstanding Company Common Shares (other than Company Common Shares described in Section 4.01(a)) for a price per Company Common Share equal to the Offer PricePrice (as adjusted as provided in Section 2.01(f)). Subject The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 promulgated under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”. (b) As promptly as practicable on the later of: (i) the earliest date as of which Purchaser is permitted under applicable Law to accept for payment Company Common Shares tendered pursuant to the terms Offer and conditions (ii) the earliest date as of this Agreement and to the satisfaction or waiver which each of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration DateOffer Conditions”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, satisfied or waived by Parent or Purchaser if permitted hereunderwaived, Purchaser shall (and Parent shall cause Purchaser to) extend ), except as contemplated by Section 2.01(d)(iv), accept for payment all Company Common Shares tendered pursuant to the Offer (and not validly withdrawn). The obligation of Purchaser to accept for periods payment Company Common Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions Offer Conditions (and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required subject to extend any other conditions). Promptly after the acceptance for payment of any Company Common Shares tendered pursuant to the Offer, Purchaser shall pay for such Company Common Shares. (c) Parent and Purchaser expressly reserve the right to increase the Offer beyond the Outside Date. Purchaser expressly reserves the rightPrice, subject to compliance with the Exchange Actwaive any Offer Condition or amend, to waive, amend modify or modify supplement any term or condition of the Offer Conditions or terms of the Offer. Notwithstanding anything to the contrary contained in its sole discretion; providedthis Agreement, however, that, neither Parent nor Purchaser shall (without the prior written consent of Seller, Purchaser shall not:the Company): (i) change or waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Common Shares sought to be purchased by Purchaser in the Offer; (iii) reduce the Offer Price; (iv) extend or otherwise change the expiration date of the Offer (except to the extent permitted or required pursuant to Section 2.01(d)); (v) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer;; or (iivi) otherwise extend the Expiration Date amend, modify or supplement any of the Offer except Conditions or terms of the Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the holders of Company Common Shares. (Ad) Unless extended as required by applicable law provided in this Agreement, the Offer shall expire on the date (including the “Initial Expiration Date”) that is twenty (20) business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act ) after the Offer Commencement Date. Notwithstanding the foregoing, (i) Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission SEC or its staff or Nasdaq that is applicable to the Offer; provided, that in no event shall Purchaser be required to extend the Offer beyond the Outside Date, (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire (an “SECExtended Expiration Date”) ), the Minimum Condition or the staff thereof)Regulatory Condition is not satisfied, then, to the extent requested in writing by the Company no less than two (2) business days prior to the applicable expiration date, Purchaser shall extend the Offer for one or (B) in connection with an increase in more periods ending no later than the consideration Outside Date, to permit either of such Offer Conditions to be paid pursuant satisfied; provided, that no individual extension shall be for a period of more than ten (10) business days and, provided further that Purchaser shall not be required to extend the Offer so as under this clause (ii) to comply with applicable rules and regulations of a date beyond the SEC; date which is twenty (20) business days after the date on which the Regulatory Condition is satisfied, (iii) waive if, on the Initial Expiration Date or amend any Extended Expiration Date, any Offer Condition is not satisfied and this Agreement has not been terminated in accordance with its terms, Purchaser may, in its discretion, extend the Minimum Condition; Offer for one or more periods, (iv) impose any condition if the Company shall have requested in writing no less than two (2) business days prior to the Initial Expiration Date, Purchaser shall extend the Offer for the period of time stated in the Company’s written request (which period shall not set forth in Annex I; or exceed ten (v10) amend any term business days beyond the Initial Expiration Date) notwithstanding the satisfaction or waiver of all of the Offer in any manner materially adverse Conditions on or prior to holders of shares of Seller Common Stock. the Initial Expiration Date and (dv) Purchaser may, without the consent of Sellerin its discretion, elect to provide for a subsequent offering period for the Offer (and one or more extensions thereof) in accordance with Rule 14d-11 of promulgated under the Exchange Act following its acceptance the Acceptance Time, and, if immediately following the Acceptance Time, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% but less than 90% of the Company Common Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the extent reasonably requested by the Company, Purchaser shall provide for a subsequent offering period of at least ten (10) business days. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Purchaser to, and Purchaser shall, accept for payment of shares of Seller and pay for all Company Common Stock Shares validly tendered and not withdrawn during such subsequent offering period as promptly as practicable after any such Company Common Shares are tendered during such subsequent offering period and in any event in compliance with Rule 14e-1(c) promulgated under the OfferExchange Act. (e) On the The Offer may be terminated prior to its expiration date of commencement of the Offer, Parent (as such expiration date may be extended and Purchaser shall (i) file or cause to be filed re-extended in accordance 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”this Agreement), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing but only if this Agreement is validly terminated in accordance with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsSection 10.01. (f) Parent The Offer Price shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant adjusted to the Offer extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Shares occurring or having a record date on or after the date of this Agreement and prior to the payment by Purchaser for the Company Common Shares; provided that this subsection (f) shall cause Purchaser to fulfill its obligations under this Agreementnot affect or supersede the provisions of Section 5.01(b) hereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 7.1 hereof and that none of the events set forth in clause (iii) of the Tender Offer Conditions Annex I hereto shall have occurredoccurred and be existing, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent Purchaser shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act")) the Offer at as promptly as practicable, but in no event later than ten business days following the first public announcement of the Offer, and shall use reasonable best efforts to complete the Offer Price. Subject subject to the terms and conditions of this Agreement and the Agreement. The obligation of Purchaser to accept for payment any Common Shares tendered shall be subject to the satisfaction or waiver of the Tender Offer Conditions only those conditions set forth in Annex I hereto. The Per Share Amount payable in the Offer shall be net to each seller in cash, subject to reduction only for any applicable withholding or stock transfer taxes payable by the seller. The Company agrees that no Common Shares held by the Company or any Company Subsidiaries (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly as defined below) will be tendered pursuant to the Offer and not withdrawnOffer. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Without the prior written consent of Sellerthe Company, Purchaser shall not: not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares Common Shares sought in the Offer, (iii) amend or waive satisfaction of Seller Common Stock sought pursuant the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions to the Offer; Offer or amend any other term of the Offer in any manner adverse to the holders of the Common Shares. The Offer shall initially expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Section 7.1 hereof, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on the date of termination. Purchaser agrees that it shall not terminate or withdraw the Offer or extend the expiration date of the Offer unless at the expiration date of the Offer the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Offer at any time, and from time to time, (i) if at the then scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to accept for payment and pay for Common Shares shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “"SEC”") or its staff applicable to the staff thereof), Offer; or (Biii) if all conditions to Purchaser's obligation to accept for payment and pay for Common Shares are satisfied or waived but the number of Common Shares tendered is less than 90% of the then outstanding number of Common Shares, for an aggregate period of not more than 20 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of this sentence. Notwithstanding the preceding sentence, and in connection with an increase in the consideration to be paid pursuant addition to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) period permitted thereunder, Purchaser may, without the consent of Sellerthe Company, elect to provide for a subsequent offering period for the Offer (in accordance with Rule 14d-11 promulgated under the Exchange Act) of up to 20 business days following the expiration of the Exchange Act following its Offer and the acceptance for payment of shares all Company Common Shares validly tendered and not withdrawn pursuant to the Offer prior to the expiration of Seller Common Stock in the Offer. (ec) On The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. As soon as practicable on the date of commencement of the OfferOffer is commenced, Parent and Purchaser shall (i) file or cause to be filed 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 which shall that will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, such Schedule TO and all applicable federal securities laws and will contain (including as an exhibit) or incorporate by reference the offer Offer to purchase Purchase and forms of the related letter of transmittaltransmittal (which documents, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively together with any supplements , or amendments and exhibits thereto, and all deliveriesany other SEC schedule or form which is filed in connection with the Offer and related transactions, mailings and telephonic notices required by Rule 14d-3 under are referred to collectively herein as the Exchange Act, the “"Offer Documents”"). Each of Parent, Purchaser and (ii) cause the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, include any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or become necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, and Purchaser further agrees to take all steps necessary to cause the party which discovers such information shall promptly notify the other partySchedule TO, and an appropriate amendment as so corrected or supplement describing such information shall supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to the Seller Stockholdersholders of Common Shares, in each case as and to the extent required by applicable Law or federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any applicable rules or regulations of any stock exchange. Seller shall furnish to Offer Documents before they are filed with the SEC, and Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth shall consider any such comments in the Offer Documentsgood faith. (fd) Parent Upon the terms and subject to the conditions of the Offer, Purchaser shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment and pay for any shares Common Shares as soon as permitted under the terms of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreementapplicable law.

The Offer. (a) Each of the Company and the Parent shall publicly announce the execution of this Agreement promptly following its execution, and shall cooperate with the timing of such announcements consistent with Company's obligations as a reporting company under the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). (b) Provided that this Agreement nothing shall not have been terminated occurred that has resulted in accordance with Article IX hereof and none a failure to satisfy any of the events conditions set forth in clause (iii) of the Tender Offer Conditions shall have occurredAnnex I to this Agreement, as promptly as reasonably practicable (but in no event not later than ten (10) Business Days) five business days after the date execution of this Agreement, Merger Sub shall, and Parent shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 of l4d-2 under the Exchange Act) an offer to purchase all Shares at a price of $33.00 per Share, net to the selling stockholder in cash (the "Offer," which term shall include any amendments to such Offer not prohibited by this Agreement). The obligation to consummate the Offer at shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer Price. Subject to and not withdrawn a number of Shares that, together with the terms and conditions Shares then beneficially owned by Parent, represents at least a majority of this Agreement the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the satisfaction or waiver of the Tender Offer Conditions other conditions set forth in Annex I (including to this Agreement. The Offer shall be made by means of an offer to purchase containing the Minimum Condition), Purchaser shall, Condition and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the further conditions set forth in this Agreement, each Annex I. Merger Sub hereby covenants and agrees that it shall hold the Offer open for not less than 20 business days. Simultaneously with the commencement of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer Sub shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance file with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “"SEC”") or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments 14D-1, as amended and supplements theretosupplemented, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference (the offer to purchase "Schedule 14D-1") and forms of the related letter Letter of transmittalTransmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made as amended or supplemented, (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, Schedule 14D-1 the “"Offer Documents”), and (ii") cause provided that prior to the filing of the Offer Documents to be disseminated to Documents, Merger Sub shall have afforded the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its Company's counsel shall be given with a reasonable opportunity to review and comment on make comments with respect to the Offer Documents prior Documents. The Parent agrees to their filing provide the Company and its counsel with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller that the Parent or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that counsel may be received receive from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof thereof. Each of the Parent, Company and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration Merger Sub shall be given). If at any time prior to the Effective Time, promptly correct any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered provided by Seller or Parent which should be set forth it for use in an amendment or supplement to the Offer Documents, so that the Offer Documents that shall not contain any untrue statement of a material fact have become false or omit to state misleading in any material fact required respect and Merger Sub further agrees to be stated therein or take all steps necessary in order to make cause the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall Offer Documents as so corrected to be filed with the SEC and disseminated to the Seller Stockholdersholders of Shares, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsfederal securities laws. (fc) Parent shall provide or cause and Merger Sub expressly reserve the right to be provided to Purchaser on a timely basis waive any of the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant conditions to the Offer and to modify the terms and conditions of the Offer from time to time, except that, without the prior written approval of the Company, the Offer shall cause Purchaser not be amended (i) to fulfill its obligations under this Agreementreduce the cash price per Share to be paid pursuant thereto, (ii) to reduce the number of Shares to be purchased thereunder, (iii) to change the form of consideration to be paid in the Offer, (iv) to increase the minimum number of Shares which must be tendered to satisfy the Minimum Condition, (v) to impose additional conditions to the Offer or (vi) otherwise to amend the terms of the Offer in a manner that is materially adverse to the stockholders of the Company. In the event that the conditions set forth in paragraphs (a)(ii), (a)(iii) or (a)(iv) of Annex I shall not have been satisfied or waived at the scheduled or any extended expiration date of the Offer, Parent and Merger Sub shall extend the expiration date of the Offer in increments of not less than five business days; provided that Parent and Merger Sub shall not be required to extend the expiration date of the Offer past February 15, 2000.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions VIII, Merger Sub shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer at as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement on the date hereof or the following day of Merger Sub's intention to commence the Offer. The obligation of Merger Sub to accept for payment and pay for shares of Company Common Stock tendered pursuant to the Offer Price. Subject shall only be subject to (i) the condition (the "Minimum Condition") that at least the number of shares of Company Common Stock (together with the shares of the Company Common Stock, if any, then owned by Parent or Merger Sub) constituting a majority of the then outstanding shares of Company Common Stock on a fully diluted basis shall have been validly tendered and not withdrawn prior to the terms expiration of the Offer and conditions of this Agreement and to (ii) the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the other conditions set forth in this AgreementExhibit A. As used herein, each "fully diluted basis" means issued and outstanding shares of Company Common Stock and shares of Company Common Stock subject to issuance under vested Options (as defined in Section 2.06(c)) and shares of Company Common Stock subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the parties hereto agrees to use its reasonable best efforts to takeCompany or securities convertible or exchangeable for such capital stock, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) but shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Dateinclude unvested Options. Purchaser Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to waivewaive any such condition, amend or modify to increase the Per Share Amount and to make any term or condition other changes in the terms and conditions of the Offer in its sole discretionOffer; provided, however, that, without that unless Parent and Merger Sub shall have obtained the prior written consent approval of Sellerthe Company, Purchaser shall not: no change may be made in the Offer which (i) change decreases the Per Share Amount, (ii) changes the form of consideration payable to be paid in the Offer, decrease (iii) reduces the Offer Price or decrease the maximum number of shares of Seller Company Common Stock sought pursuant to be purchased in the Offer; , (iiiv) otherwise extend modifies the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant conditions to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive set forth in Exhibit A or amend the Minimum Condition; (iv) impose any condition imposes conditions to the Offer not in addition to those set forth in Annex I; or Exhibit A, (v) amend any term of modifies or waives the Offer Minimum Condition or (vi) except as provided in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser maySection 1.01(b), without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in extends the Offer. (e) On the date . The Per Share Amount shall, subject to applicable withholding of commencement of the Offertaxes, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect net to the Offer which shall contain or incorporate by reference seller in cash, upon the offer to purchase terms and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated subject to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.conditions of

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof VIII and none of the events or conditions set forth in clause Annex A (iiiother than clauses (b), (f), (h) of the Tender Offer Conditions and (i)) shall have occurredoccurred and be existing, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent Cardinal Health shall cause Purchaser Subcorp to commence, and Subcorp shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act) ”)), as promptly as reasonably practicable after the date of this Agreement and in any event within 10 business days after the date of this Agreement, the Offer. Cardinal Health shall cause Subcorp to accept for payment, and Subcorp shall accept for payment, all shares of ALARIS Common Stock that have been validly tendered and not withdrawn pursuant to the Offer at the Offer Price. Subject to earliest time following the terms and initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of this Agreement and to the satisfaction Offer shall have been satisfied or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)waived by Subcorp, Purchaser shalland, and Parent thereafter, Subcorp shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such additional shares of Seller ALARIS Common Stock validly tendered during any subsequent offering period to the extent Cardinal Health and Subcorp determine to provide a subsequent offering period in connection with the Offer, provided Cardinal Health and Subcorp are permitted to do so pursuant to Section 1.1(c). Subcorp shall not accept for payment any shares of ALARIS Common Stock tendered pursuant to the Offer unless there shall have been validly tendered and not withdrawn. (b) Upon the terms and subject withdrawn prior to the conditions set forth Expiration Date such number of shares of ALARIS Common Stock that satisfy the Minimum Condition (as defined in this Agreement, each Annex A). Subcorp expressly reserves the right to increase the Per Share Amount and to waive any condition of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including except the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside DateCondition. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Without the prior written consent of SellerALARIS, Purchaser Subcorp shall not: (i) not decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller ALARIS Common Stock sought pursuant to be purchased in the Offer, impose conditions to the Offer; (ii) otherwise Offer in addition to those set forth in Annex A, change or waive the Minimum Condition or, except as provided in Section 1.1(c), extend the Expiration Date expiration of the Offer except (A) as required by applicable law (including for beyond the initial Expiration Date, or amend any period required by any rule, regulation, interpretation or position other term of the United States Offer in a manner materially adverse to the ALARIS Stockholders. The Per Share Amount shall be paid less any required withholding of Taxes (as defined in Section 5.12(h)), upon the terms and subject to satisfaction or waiver of the conditions of the Offer set forth in Annex A. ALARIS agrees that no shares of ALARIS Common Stock held by ALARIS or any of its subsidiaries will be tendered in the Offer. (b) Subcorp shall file with the Securities and Exchange Commission (the “SECCommission”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 on the date the Offer is commenced, which shall contain or incorporate by reference the include an offer to purchase purchase, form of transmittal letter and forms form of the related letter notice of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made guaranteed delivery (collectively together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Actcollectively, the “Offer Documents”), ) and (ii) use its reasonable best efforts to cause the Offer Documents to be disseminated to the Seller ALARIS Stockholders as in accordance in all material respects with the applicable requirements of the United States federal securities laws. Cardinal Health and Subcorp will use their respective reasonable best efforts to comply in all material respects with the applicable requirements of the United States federal securities laws. The information provided and to the extent required be provided by the Exchange Act. Seller ALARIS, Cardinal Health and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth Subcorp for use in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not not, on the date filed with the Commission and on the date first published or sent or given to holders of shares of ALARIS Common Stock (the “ALARIS Stockholders”), as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleadingmisleading except that no representation is made by Cardinal Health with respect to the information supplied by ALARIS for inclusion in the Offer Documents. ALARIS, Cardinal Health and Subcorp each agree promptly to correct any information provided by it for use in the party which discovers such information Offer Documents if and to the extent that it shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment or supplement describing such information shall Cardinal Health further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC Commission and disseminated to the Seller Stockholders, as and ALARIS Stockholders to the extent required by applicable Law or any applicable rules or regulations of any stock exchangeUnited States federal securities laws. Seller ALARIS shall promptly furnish to Parent and Purchaser Cardinal Health or Subcorp all information concerning Seller ALARIS that is required or reasonably requested by Cardinal Health or Subcorp in connection with the Exchange Act obligations relating to be set forth in the Offer DocumentsDocuments contained in this Section 1.1(b). ALARIS and its counsel shall be given the opportunity to review and comment on the Offer Documents sufficiently in advance of filing with the Commission or dissemination to the ALARIS Stockholders. (fc) Parent Subject to the terms and conditions thereof, the Offer shall provide remain open until midnight, New York City time, on the date that is 20 business days after 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, without the consent of ALARIS, Subcorp may (i) extend the Offer for one or cause more periods of not more than five business days not to be provided exceed an aggregate of 15 business days if, at the scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or waived until such time as such conditions are satisfied or waived to Purchaser on a timely basis the funds necessary to pay extent permitted by this Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission or the staff of the Commission (the “SEC Staff”) thereof applicable to the Offer; or (iii) extend the Offer for one subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days in order to acquire at least 90% of the outstanding shares of Seller ALARIS Common Stock that Purchaser becomes obligated or otherwise. Upon the written request of ALARIS, Cardinal Health agrees to purchase cause Subcorp to extend the Offer for one or more periods not to exceed an aggregate of 15 business days, if, as of any Expiration Date, all of the conditions of the Offer are not satisfied, but such conditions are reasonably capable of being satisfied in such period. Cardinal Health and Subcorp shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Subcorp shall, and Cardinal Health shall cause Subcorp to, accept for payment, and pay for, all shares of ALARIS Common Stock validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of the shares of ALARIS Common Stock for payment pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredVIII, as promptly as reasonably practicable (after the date of this Agreement but in no event later than ten (10) Business Days) business days after the date of this Agreement, Merger Sub shall, and Parent shall cause Purchaser Merger Sub to (and the Company shall cooperate with Parent and Merger Sub 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. (b) 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 ”), Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the time and date of acceptance for payment, the “ Acceptance Time ”) and promptly following the acceptance of the shares of Company Common Stock for payment pursuant to the Offer, pay (subject to any withholding of Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest, for each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Sub to (and of Parent to cause Merger Sub to) accept for payment, and pay the Offer Price net to the seller in cash, without interest, for, each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Sub if permitted hereunder, of each of the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “ Offer to Purchase”) that contains the terms and conditions of the Offer as set forth in this Agreement, including the Minimum Tender Condition (as defined in Annex I) and the other conditions set forth in Annex I. Parent and Merger Sub expressly reserve the right (in their sole discretion) to (i) increase the Offer Price, (ii) waive, in whole or in part, any Offer Condition and (iii) make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided by Section 1.01(k), without the prior written consent of the Company, Parent and Merger Sub shall not (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose additional conditions on the consummation of the Offer, (E) amend or modify any of the Offer Conditions in a manner that adversely affects any holder of shares of Company Common Stock, (F) change or waive the Minimum Tender Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by Section 1.01(e) of this Agreement or (H) otherwise amend or modify the Offer in a manner that adversely affects any holder of shares of Company Common Stock. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at midnight, New York time, on the date that is 20 business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date ”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which 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 pursuant to and in accordance with this Agreement, the “ Expiration Date ”). (e) The Offer shall be extended from time to time as follows: (i) If on or prior to any then scheduled Expiration Date, any of the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied at the Acceptance Time), or waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer Pricefor one or more successive periods of up to 10 business days each in order to permit the satisfaction of such conditions (subject to the right of Parent and Merger Sub to waive any condition (other than the Minimum Tender Condition) in accordance with this Agreement); provided that, such extension of the Offer does not extend past the earlier of (A) the termination of this Agreement pursuant to Article VIII and (B) December 31, 2012 (the “ Outside Date”); (ii) If, within five business days prior to any then scheduled Expiration Date, the Company receives a Company Competing Proposal (or a revision to a previously received Company Competing Proposal), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer so that the Expiration Date does not occur until the later of (x) the date that is 5 business days following the date of the Company’s initial receipt of such Acquisition Proposal (or such revision to a previously received Acquisition Proposal) and (y) the first business day following the expiration of the applicable Notice Period related to such Acquisition Proposal (or such revision to a previously received Acquisition Proposal); provided, that such extension of the Offer shall not extend past the termination of this Agreement pursuant to Article VIII; provided, further, that Merger Sub shall only be required to provide for one such extension of the Offer pursuant to this Section 1.01(e)(ii) ; and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law, by interpretation or position of the Securities and Exchange Commission (the “ SEC”) or its staff or by the New York Stock Exchange ( “NYSE”) applicable to the Offer. Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date (including any rescheduled Expiration Date) without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article VIII. Nothing in this Section 1.01 shall affect any of the termination rights set forth in Article VIII. (f) If fewer than 90% of the number of outstanding shares of Company Common Stock are accepted for payment pursuant to the Offer, Parent and Merger Sub may, and at the request of the Company shall, and upon any such request by the Company Parent shall cause the Merger Sub to, provide for one “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser Sub shall (and Parent shall cause Purchaser Merger Sub to) extend promptly after any Company Common Stock is validly tendered during a “subsequent offering period” (or any extension thereof) accept for payment, and pay (subject to any withholding of Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest, for, each share of Company Common Stock that is validly tendered during such “subsequent offering period” or any extension thereof promptly after any such share of Company Common Stock is tendered during any such period. The Offer Documents will provide for periods the possibility of up to 10 Business Days each until a “subsequent offering period” in a manner consistent with the earlier terms of this Section 1.01(f). (xg) In the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which event that this Agreement is terminated in accordance with Section 9.1; providedpursuant to Article VIII, however, that Purchaser Merger Sub shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser (and Parent shall not: cause Merger Sub to) (i) change the form within one business day of consideration payable in such termination, terminate the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date not acquire any shares of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid Company Common Stock pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose cause any condition depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to registered holders of shares of Seller Common Stockthereof. (dh) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On As promptly as practicable on the date of the commencement of the Offer, Parent and Purchaser Merger Sub shall (i) prepare and file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer which shall that will contain or incorporate by reference the offer Offer to purchase Purchase, the summary advertisement and forms form of the related letter of transmittal, summary advertisement transmittal (such Schedule TO and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , amendments and supplements thereto and including exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the ““ Offer DocumentsDocuments ”), . Parent and (ii) Merger Sub shall as promptly as practicable cause the Offer Documents to be disseminated to holders of the Seller Stockholders as shares of Company Common Stock in accordance with and to the extent required by Rule 14d-4 under the Exchange Act. Seller Parent and Merger Sub agree that they shall cause the Offer Documents filed with the SEC by either Parent or Merger Sub to comply in all material respects with the Exchange Act and other applicable Laws. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub and Parent’s counsel all information concerning the Company, the Company’s Subsidiaries and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.01(h), including such information required by applicable Laws to be set forth in the Offer Documents. No filing of, or amendment or supplement to, the Offer Documents will be made by Parent or Merger Sub, without providing 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, thereon and Parent and Purchaser shall give reasonable and good faith giving due consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given)such comments. If at any time prior to the Effective Time, Acceptance Time or during any “subsequent offering period” (or extension thereof) any information relating to the Offer, the Merger, SellerCompany, Parent, Purchaser Merger Sub, or any of their respective Affiliates, directors or officers should be discovered by Seller or Parent any of the parties hereto, which should be set forth in an amendment or a supplement to the Offer Documents, Documents so that the Offer Documents shall such documents would not contain include any untrue statement misstatement 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 are were made, not misleading, the party which that discovers such information shall promptly notify the other partyparties hereto, and Parent and Merger Sub shall promptly file with the SEC an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholdersand, as and to the extent required by applicable Law Law, shall disseminate such amendment or supplement to the stockholders of the Company. Parent and Merger Sub shall notify the Company promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Offer Documents or for additional information, and shall promptly supply the Company with copies of all correspondence (including a written summary of any oral communications) between Parent, Merger Sub or any applicable rules of their respective Representatives, on the one hand, and the SEC or regulations the staff of any stock exchangethe SEC, on the other hand, with respect to the Offer Documents. Seller shall furnish to Each of Parent and Purchaser all information concerning Seller required by Merger Sub shall respond promptly to any comments of the Exchange Act SEC or its staff with respect to be set forth in the Offer Documents. (fi) If any portion of the Offer Price is to be paid to a person other than the person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. For the avoidance of doubt, Section 2.02(g) applies to payments made pursuant to this Section 1.01. (j) Parent shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for any shares of Seller Company Common Stock that Purchaser Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer Offer. (k) If, between the date of this Agreement and the Acceptance Time, the outstanding shares of Company Common Stock shall cause Purchaser have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization (but excluding any change that results from (i) the exercise of stock options or the conversion into Company Common Stock of other equity awards relating to fulfill its obligations under the Company Common Stock or (ii) the grant of stock-based compensation (other than any such grants not made in accordance with the terms of this Agreement) to directors or employees of the Company or its Subsidiaries under the Company’s stock option or compensation plans or arrangements), the Offer Price shall be appropriately and proportionately adjusted to reflect such reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof On the terms and none of subject to the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date conditions of this Agreement, Parent within seven (7) business days from the date hereof, the Buyer shall (or shall cause Purchaser to Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act) ”)), the Offer at to purchase any and all outstanding shares of Company Common Stock for consideration per share equal to $5.80 (the “Offer PriceConsideration”) in cash. Subject to On the terms and conditions of this Agreement and subject to the prior satisfaction or waiver of the Tender conditions of the Offer Conditions set forth in Annex I and this Agreement, the Buyer shall (including the Minimum Condition), Purchaser shall, and Parent or shall cause Purchaser Merger Sub to, ) accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer and shall pay the Offer Consideration for all such shares of Company Common Stock promptly after acceptance. The obligation of the Expiration Date, Buyer (either directly or through Merger Sub) to commence the Offer and to accept for payment and pay for, after giving effect to any withholding tax, all such the Offer Consideration for shares of Seller Company Common Stock validly tendered pursuant to in the Offer and not withdrawn. (b) Upon the terms and properly withdrawn shall be subject to the conditions set forth in Annex I to this Agreement, each of the parties hereto agrees Agreement (which is annexed to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this AgreementAmendment). (cb) The initial expiration date of the Offer shall be on the 20th Business Day twentieth (20th) business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-then scheduled Expiration Dateexpiration date of the Offer, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent the Buyer or Purchaser Merger Sub if permitted hereunder, Purchaser the Buyer shall (and Parent shall cause Purchaser Merger Sub to) extend the Offer for periods of up to 10 Business Days ten (10) business days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside DateArticle VIII. Purchaser The Buyer expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company, Purchaser the Buyer shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price Consideration, or decrease the number of shares of Seller Company Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date expiration date of the Offer except (A) as required by this Agreement or applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) amend any term of the Offer in any manner adverse to holders of shares of Company Common Stock; or (v) impose any condition to the Offer not set forth in Annex I; or (v) amend any term I. Neither the Buyer nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in any manner materially adverse to holders accordance with its terms, in which case the Buyer shall (or shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) business day) after such termination of shares of Seller Common Stock. (d) Purchaser this Agreement. The Buyer may, without the consent of Sellerthe Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Company Common Stock in the Offer. (ec) On the date of commencement of the Offer, Parent and Purchaser the Buyer shall (ior shall cause Merger Sub to) file or cause to be filed 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 which Offer. The Schedule TO shall contain or incorporate by reference the an offer to purchase and forms (the “Offer to Purchase”), a form of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively collectively, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), . The Buyer and (ii) cause Merger Sub shall provide the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the other Offer Documents prior to their the filing thereof with the SEC, and Parent the Buyer and Purchaser Merger Sub shall give reasonable and good faith consideration to any comments made by Seller or the Company and its counsel. Parent counsel (it being understood that the Company and Purchaser agree to its counsel shall provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be giventhereon as soon as reasonably practicable). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so The Buyer and Merger Sub agree that the Offer Documents shall comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first 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 are were made, not misleading, except that no covenant, agreement, representation or warranty is made by the party which discovers such Buyer or Merger Sub with respect to information supplied by the Company or any of its stockholders for inclusion or incorporation by reference in the Offer Documents. The Buyer and Merger Sub shall promptly notify take all steps necessary to cause the other party, and an appropriate amendment or supplement describing such information shall Offer Documents to be filed with the SEC and disseminated to the Seller Stockholdersholders of shares of Company Common Stock, as and to the extent required by applicable Law U.S. federal securities laws. Each of the Buyer, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Buyer and Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable rules or regulations U.S. federal securities laws. The Buyer and Merger Sub shall provide the Company and its counsel with a copy of any stock exchange. Seller written comments or telephonic notification of any oral comments the Buyer, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall furnish provide the Company and its counsel a reasonable opportunity to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth participate in the Offer Documentsformulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, which comments the Buyer and Merger Sub shall give reasonable and good faith consideration), and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Buyer or Merger Sub or their counsel. (fd) Parent The Buyer shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for purchase any and all shares of Seller Company Common Stock that Purchaser Merger Sub becomes obligated to purchase pursuant to the Offer. (e) The Buyer and Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as the Buyer OR Merger Sub, as the case may be, reasonably determines that it is required to deduct and shall cause Purchaser withhold with respect to fulfill its obligations the making of such payment under this Agreementthe Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or under any other applicable law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof The parties hereto agree to cause RDO Tender to commence, and none of the events set forth in clause (iii) of the RDO Tender Offer Conditions shall have occurredagrees to commence, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or about April 28, 2003, an offer to purchase for cash all of the Exchange Act) issued and outstanding Class A Shares of RDOE (other than those shares held by RDO Tender, RDO Holdings and the Offer RDO Holdings Stockholders), at the Offer Price. Subject a price of $6.01 per share, net to the terms seller in cash, less any required withholding of taxes and conditions without payment of this Agreement and interest. The obligation of RDO Tender to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and to pay forfor any Class A Shares tendered in the Offer will be conditioned upon, after giving effect to any withholding taxamong other things, all such shares of Seller Common Stock there having been validly tendered and not withdrawn prior to the expiration date of the Offer (as such date may be extended pursuant to the terms of the Offer) at least that number of Class A Shares (1) that would, when aggregated with the Class A Shares owned directly or indirectly by RDO Holdings, represent at least 90% of all Class A Shares then outstanding (the "90% Condition") and (2) that represent at least a majority of the total number of Class A Shares outstanding on the date shares are accepted for payment that are not owned by RDO Tender, RDO Holdings and their affiliates and the executive officers of RDOE (the "Majority of the Minority Condition"). The Offer will also be subject to certain other conditions as described in the Offer to Purchase. Although the 90% Condition and not withdrawn. (b) Upon the terms other conditions to the Offer may be waived by RDO Holdings and subject RDO Tender, the Majority of the Minority Condition may not. Subject to the conditions set forth in this Agreementthe Offer to Purchase, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger RDO Holdings and the other transactions contemplated by this Agreement. (c) The initial RDO Holdings Stockholders will cause RDO Tender to accept for payment and pay for all Class A Shares tendered in the Offer as soon as RDO Tender is legally permitted to do so under applicable law, upon the expiration date of the Offer shall be on the 20th Business Day after commencement or any extension thereof. Notwithstanding any of the Offer (determined foregoing, ▇▇. ▇▇▇▇▇▇ may decide in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its his sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If discretion at any time prior to the Effective Time, expiration date of the Offer and for any information relating reason whether to cause RDO Tender to abandon the Offer. Any decision whether to extend the Offer or effect a subsequent offering period will be made solely by ▇▇. ▇▇▇▇▇▇, the Merger, Seller, Parent, Purchaser or any as President of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement RDO Holdings and RDO Tender. Any decision whether a condition to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to has been satisfied will be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholdersmade solely by ▇▇. ▇▇▇▇▇▇, as President of RDO Holdings and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsRDO Tender. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredIX, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreementhereof, Merger Sub shall (and Parent shall cause Purchaser to commence (Merger Sub to) commence, within the meaning of Rule 14d-2 of under the Exchange Act, a tender offer (the “Offer”) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver purchase all of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such outstanding shares of Seller Company Common Stock validly tendered at a price per share equal to $9.40 net to seller in cash, without interest (such amount or any higher amount per share of Company Common Stock paid pursuant to the Offer and not withdrawn. (b) Upon in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes in accordance with Section 3.01(h), on the terms and subject to the conditions set forth in this Agreement, each . The consummation of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, shall be subject only to: (i) there being validly tendered and “received” (as defined by this Agreement. (cSection 251(h)(6) The initial expiration date of the DGCL) in the Offer shall be on and not properly withdrawn prior to the 20th Business Day after commencement Expiration Time that number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the Offer DGCL), represents fifty-one percent (determined 51%) of the shares of Company Common Stock then outstanding (the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with Rules 14d-1(g)(3its terms (the “Termination Condition”) and 14d-2 under (iii) the Exchange Actsatisfaction, or waiver (to the extent such waiver is permitted by Applicable Law and this Agreement) (the latest time and date as the Offerby Parent or Merger Sub, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex IExhibit B (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) shall not have been satisfiedSubject to the satisfaction, or waived waiver by Parent or Purchaser if permitted hereunderMerger Sub in accordance with the terms of this Agreement, Purchaser of the Offer Conditions, Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend (i) at or as promptly as practicable following the Offer for periods of up to 10 Expiration Time (in any event, no later than the second Business Days each until the earlier of (x) Day immediately following the date on which the Minimum Condition has been met Expiration Time occurs), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and all of (ii) at or as promptly as practicable following the conditions and requirements set forth Expiration Time (in Annex I are satisfied or waived or (y) any event, no later than the third Business Day immediately following the date on which this Agreement is terminated the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to the depositary for the Offer) for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The Parties agree that the Offer and Merger Sub’s obligation to accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with Section 9.1the foregoing are not, and shall not be, subject to any condition other than 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 this Agreement, including the Offer Conditions. Merger Sub expressly reserves the right (in its sole discretion) to (i) increase the Offer Price, (ii) waive any Offer Conditions (other than the Minimum Condition, the Termination Condition and the Antitrust Condition) and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, (unless otherwise provided by this Agreement) without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not: not (and Parent shall cause Merger Sub not to) (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Termination Condition, the Minimum Condition or the Antitrust Condition, (iv) add to the conditions set forth in Exhibit B or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Company Common Stock of the Company, (v) except as otherwise provided in this Section 2.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (iivii) otherwise extend the Expiration Date amend, modify or supplement any of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term terms of the Offer in a manner adverse in any manner materially adverse material respect to any holders of shares Company Common Stock of Seller Common Stockthe Company. (d) Purchaser mayUnless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such time, the “Initial Expiration Time”), or if the Initial Expiration Time has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Time, or such later time and date to which the Initial Expiration Time has been extended in accordance with this Agreement, the “Expiration Time”). (e) Parent and Merger Sub agree that, if as of any scheduled Expiration Time, any of the Offer Conditions is not satisfied (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) or, in Merger Sub’s sole discretion, waived (if such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of time of up to five (5) business days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (or such longer period as the Parties may agree in writing) in order to permit the satisfaction of such conditions; provided that, if at any scheduled Expiration Time, the only unsatisfied Offer Condition (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) is the Minimum Condition, (i) Merger Sub shall not be required to extend the Offer for more than a total of twenty (20) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) if prior to any scheduled Expiration Time on or after such twentieth (20th) business day referred to in the foregoing clause (i) of this proviso, Merger Sub has received from the Company a written notice of the Company’s election that Merger Sub not so extend the Offer, Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer beyond such scheduled Expiration Time. Notwithstanding anything to the contrary in the foregoing, (A) Merger Sub shall not be required to, and without the Company’s prior written consent shall not (and Parent shall not permit Merger Sub to), extend the Offer to a date later than the Termination Date, (B) Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer if all Offer Conditions have been satisfied and (C) Merger Sub shall extend the Offer for any period or periods required by Applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or the New York Stock Exchange. In addition, notwithstanding anything in this Agreement to the contrary, (1) Merger Sub may from time to time, in its sole discretion, without the consent of Sellerthe Company, elect to provide a subsequent offering period for extend the Offer on up to three (3) separate occasions for ten (10) business days each (for this purpose, calculated in accordance with Rule 14d-11 14d-1(g)(3) under the Exchange Act), if, as of any scheduled Expiration Time, (x) Parent and Merger Sub shall have waived the Funding Condition, (y) all of the Exchange Act following other Offer Conditions (other than the Minimum Condition and the condition set forth in clause (b)(v) of Exhibit B, which by its acceptance for payment nature is to be satisfied at the Expiration Time) have been satisfied or, in Merger Sub’s sole discretion, waived (to the extent such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law) at such time and (z) the proceeds of shares the Financing have not actually been received by Merger Sub or TopCo Parent (either directly or through any of Seller Common Stock TopCo Parent’s Subsidiaries) and the Financing Sources have not unconditionally and irrevocably confirmed in writing to TopCo Parent, Parent or Merger Sub that all of the Financing will be available at the Offer Closing on the terms and conditions set forth in the OfferFinancing Letters, and (2) if the Funding Condition has been satisfied or waived by Parent and Merger Sub, then Merger Sub shall, if required by the Exchange Act, cause the Offer to be extended for a period of five (5) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). (ef) On Merger Sub shall not (and Parent shall cause Merger Sub not to) terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company, except if this Agreement is validly terminated pursuant to Article IX. If this Agreement is validly terminated pursuant to Article IX, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one (1) business day) irrevocably and unconditionally terminate the Offer and shall not acquire any shares of Company Common Stock pursuant thereto. If the Offer is validly terminated prior to the Acceptance Time, Merger Sub shall (and 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 of Company Common Stock to the registered holders thereof. (g) Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and shall cause Merger Sub to perform, on a timely basis, all of Merger Sub’s obligations under this Agreement. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC 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, supplements and supplements exhibits thereto, the “Schedule TO”). The Schedule TO shall include as exhibits (without limitation) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms Purchase, a form of the related letter of transmittal, a form of summary advertisement and other ancillary a form of notice of guaranteed delivery (the Schedule TO and the documents and instruments required thereby included therein pursuant to which the Offer will shall be made (collectively made, together with any supplements , amendments and exhibits supplements thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, being referred to herein as the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information The Company shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller the Company and its Affiliates required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. 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 Company Common Stock, in each case as and to the extent required by all Applicable Laws, including the Exchange Act. If, prior to the Acceptance Time, any event occurs with respect to Parent or any Affiliate of Parent, or any change occurs with respect to other information included by Parent in the Offer Documents (other than information supplied by the Company for inclusion therein), on the one hand, or any event occurs with respect to the Company or any Subsidiary of the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Offer Documents, on the other hand, upon becoming aware of such information Parent or the Company, as applicable, shall promptly notify the other of such event and shall cooperate with the other to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by Applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Offer Documents and shall provide the Company with copies of all correspondence between Parent and its respective Representatives, on the one hand, and the SEC, on the other hand. Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Offer Documents. Notwithstanding the foregoing, prior to filing or mailing the Offer Documents (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent shall (i) provide the Company with an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) consider in good faith all comments reasonably proposed by the Company. Parent and Merger Sub shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Exchange Act or any applicable foreign or state securities laws and the rules and regulations thereunder in connection with the Offer and the Merger. (fi) For purposes of this Agreement and the Offer, unless agreed by Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for and Merger Sub, any shares of Seller Company Common Stock that Purchaser becomes obligated subject to purchase pursuant notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and shall cause Purchaser until the shares underlying such notices of guaranteed delivery are delivered to fulfill its obligations under this AgreementMerger Sub.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred---------- Agreement, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) five business days after the date of public announcement of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser Sub shall, and Parent shall cause Purchaser Sub to, promptly after commence the Expiration DateOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligation of Sub to, and of Parent to cause Sub to, commence the --- Offer and accept for payment payment, and pay for, after giving effect to any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and are subject to the conditions set forth in this AgreementExhibit A (any of which may be waived by Sub in its sole discretion, each provided that, without the written consent of the parties hereto agrees to use its reasonable best efforts to takeCompany, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective Sub may not waive the Offer, the Merger and the other transactions contemplated by this Agreement. Minimum Tender Condition (c) as defined in Exhibit A)). The initial expiration date of the Offer shall be on the 20th Business Day after business day following the commencement of the Offer (determined in accordance with Rules 14d-1(g)(3using Rule 14d-1(e)(6) and 14d-2 under of the Exchange Act) (SEC). Sub expressly reserves the latest time and date as right to modify the terms of the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, except that, without the prior written consent of Sellerthe Company, Purchaser Sub shall not: not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in a manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, decrease if at the scheduled expiration date of the Offer Price or decrease any of the number of conditions to Sub's obligation to purchase shares of Seller Company Common Stock sought are not satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for a period of not more than five business days beyond the initial expiration date of the Offer, if on the date of such extension the Minimum Tender Condition has been satisfied but less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer; , (iiiii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof), thereof applicable to the Offer and (iv) extend the Offer for any reason for a period of not more than two business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (Biii) in connection with an increase in of this sentence (it being understood that Sub may not extend the consideration Offer pursuant to be paid this clause (iv) if it has previously extended the Offer pursuant to clause (ii) of this sentence). On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser Sub becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreementas soon as practicable after the expiration of the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 7.1 hereof and none of the events no event set forth in clause (iii) of the Tender Offer Conditions Annex I hereto shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreementoccurred and be existing, Parent shall cause Purchaser Merger Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Securities Exchange Act")) the Offer at as promptly as practicable, but in no event later than five business days following the Offer Price. Subject to the terms and conditions public announcement of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser Parent may designate another direct subsidiary of Parent as the bidder (within the meaning of Rule 14d-1(c) under the Securities Exchange Act) in the Offer, in which case references herein to Merger Sub shall not be required deemed to extend apply to such subsidiary, as appropriate. The obligation of Parent to cause Merger Sub to accept for payment any Shares tendered shall be subject to the satisfaction of only those conditions set forth in Annex I hereto (the "Offer beyond the Outside DateConditions"). Purchaser expressly reserves the rightThe Per Share Amount shall be net to each seller in cash, subject to compliance with reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller. The Company agrees that no Shares held by the Exchange Act, Company shall be tendered pursuant to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Offer. (b) Without the prior written consent of Sellerthe Company, Purchaser Parent shall not: not permit Merger Sub to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares Shares sought in the Offer, (iii) amend or waive satisfaction of Seller Common Stock sought pursuant the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions to the Offer; (ii) otherwise extend the Expiration Date Offer or amend any other term of the Offer in any manner adverse to the holders of Shares, provided that nothing herein shall prohibit any waiver of any condition or term of the Offer (other than the Minimum Condition) or any other action permitted hereby. Upon the terms and subject to the conditions of the Offer, Parent shall cause Merger Sub to accept for payment and purchase, as soon as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. It is agreed that the Offer Conditions are for the benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to any such condition (except (A) as required by applicable law (including for any period required action or inaction by Parent or Merger Sub constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Merger Sub, in whole or in part at any ruletime and from time to time, regulationin its sole discretion. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. On the date the Offer is commenced, interpretation or position of Parent and Merger Sub shall file with the United States Securities and Exchange Commission (the “"SEC”") a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer that shall contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents") and shall mail the Offer to Purchase to the holders of the Shares. Parent and Merger Sub agree promptly to correct the Schedule 14D-1 if and to the extent it shall become false and misleading in any material respect (and the Company, with respect to written information supplied by it specifically for use in the Schedule 14D-1, shall promptly notify Parent and Merger Sub of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-1 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub shall take all steps necessary to cause the Schedule 14D- 1 as so corrected to be filed with the SEC and disseminated to the Company's stockholders to the extent required by applicable Laws, including federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with any comments or other communications that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff thereof)with respect to the Offer Documents promptly after the receipt of such comments or other communications. (d) The Offer to Purchase shall provide for an initial expiration date for the Offer (the "Expiration Date") of 20 business days (as defined in Rule 14d-1 under the Securities Exchange Act) from the date of commencement of the Offer. Parent and Merger Sub agree that they shall not terminate or withdraw the Offer or extend the Expiration Date unless at the Expiration Date any of the Offer Conditions shall not have been satisfied or earlier waived. Notwithstanding the foregoing, or Merger Sub may (Bi) extend the Expiration Date (including as it may be extended) for up to ten business days in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause extend the initial Expiration Date (including as it may be extended) for up to ten business days, notwithstanding that on such Expiration Date the Offer Documents to be disseminated to Conditions shall have been satisfied or waived, if the Seller Stockholders as number of Shares that have been validly tendered and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light withdrawn represents more than 50 percent but less than 90 percent of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, then issued and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsoutstanding Shares. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof its terms and provided that none of the events set forth in clause clauses (iiia)-(c) of the Tender Offer Conditions Annex A shall have occurredoccurred and be continuing, as promptly as reasonably practicable Merger Sub shall (but in no event later than ten (10) Business Days) after the date of this Agreement, and Parent shall cause Purchaser to Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) a cash tender offer to purchase all of the Exchange Actissued and outstanding shares of the Company Common Stock for $7.20 U.S. Dollars per share of Company Common Stock (such amount, or any greater amount per share of Company Common Stock paid pursuant to the offer, the “Per Share Amount” and such offer, as it may be amended from time to time pursuant to the terms hereof, the “Offer”) no earlier than fourteen (14) days and no later than twenty (20) days after the date hereof (unless such date is not a business day, in which case the first business day after the date that is fourteen (14) days or twenty (20) days, as applicable, after the date hereof). Parent shall cause Merger Sub to accept for payment, and Merger Sub shall accept for payment, all shares of the Company Common Stock that have been validly tendered and not withdrawn pursuant to the Offer as soon as practicable (and in any event not more than the fourth business day) following the Expiration Date (as defined below). (b) The obligation of Merger Sub to accept for payment, purchase and pay for any shares of Company Common Stock tendered pursuant to the Offer (and not validly withdrawn) shall only be subject to the satisfaction or waiver pursuant to the terms hereof of (i) the condition (the “Minimum Condition”) that at least that number of shares of Company Common Stock validly tendered and not withdrawn prior to the Expiration Date, when added to any shares of Company Common Stock already owned by Parent or any of its subsidiaries, if any, shall be equal to or greater than fifty and one tenth percent (50.1%) of the sum of the shares of Company Common Stock then outstanding on a fully-diluted basis (including as outstanding only options that are vested as of that date or may vest prior to the Merger Outside Date) and (ii) the other conditions set forth in Annex A hereto (the conditions described in clauses (i) and (ii) are collectively referred to as the “Tender Offer Conditions”). Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to time, in its sole discretion, to amend or waive any such condition (other than the Offer Price. Subject Minimum Condition, which may not be amended or waived), to increase the Per Share Amount payable in the Offer, and to make any other changes in the terms and conditions of this Agreement and the Offer; provided that without the prior written consent of the Company no change may be made that decreases the Per Share Amount (except as provided in Section 1.1(h)), changes the form of consideration payable in the Offer, imposes conditions to the satisfaction or waiver of Offer in addition to the Tender Offer Conditions set forth in Annex I (including Conditions, decreases the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such number of shares of Seller Company Common Stock validly tendered pursuant subject to the Offer, reduces the time period during which the Offer and not withdrawnshall remain open, or modifies or amends the Offer in any manner adverse to the Company Shareholders. (bc) Upon the terms and subject to the conditions set forth in this Agreementthereof, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on remain open until at least midnight, New York City time, at the 20th Business Day after commencement end of the later of (i) the twentieth (20th) business day beginning with (and including) the date that the Offer is commenced (determined in accordance with Rules Rule 14d-1(g)(3) and 14d-2 under the Exchange Act) or (ii) May 13, 2011 (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 Section 1.1(d) or as required by Applicable Laws (defined in Section 9.3) or the interpretations of the Securities and Exchange Commission (the “SEC”) (in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c)so extended, may expire shall be referred to as the “Expiration Date”expire). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed 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 which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredAgreement, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) Days after the date of that the Company executes this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, promptly after commence the Expiration DateOffer within the meaning of the applicable rules and regulations of the Exchange Act. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and accept for payment payment, and pay for, after giving effect to any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and are subject only to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) Annex A hereto. The initial expiration date of the Offer shall be on the 20th Business Day after following the commencement of the Offer (determined in accordance with Rules using Rule 14d-1(g)(3) and 14d-2 under of the Exchange Act) (SEC). Merger Sub expressly reserves the latest time and date as right to waive any condition to the Offer or modify the terms of the Offer, as it may be extended pursuant to this Section 1.1(c)except that, may expire shall be referred to as without the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all consent of the conditions Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (including iii) waive or modify the Minimum Tender Condition and all other (as defined in Annex A) to the extent that Merger Sub or Parent would purchase 50% or less of the Fully Diluted Shares or to increase the Minimum Tender Condition, (iv) add to the conditions and requirements set forth in Annex I) shall not have been satisfied, A or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements modify any condition set forth in Annex I are satisfied or waived A in any manner adverse to the Company Common Stockholders, (v) extend the Offer, or (yvi) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer. Notwithstanding the foregoing, decrease Merger Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled expiration date of the Offer Price or decrease any of the number of conditions (other than the Minimum Tender Condition) to Merger Sub’s obligation to purchase shares of Seller Company Common Stock sought are not satisfied, until such time as such conditions are satisfied or waived, including, without limitation, HSR Clearance, (ii) extend the Offer for a period of not more than ten (10) Business Days beyond the initial expiration date of the Offer, if on the date of such extension less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer; , (iiiii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant thereof applicable to the Offer so as to comply with applicable rules and regulations (iv) extend the Offer, one time only, for any reason for a period of not more than fifteen (15) Business Days beyond the SEC; latest expiration date that would otherwise be permitted under clause (i), (ii) or (iii) waive or amend of this sentence. In addition if at the Minimum Condition; (iv) impose otherwise scheduled expiration date of the Offer any condition to the Offer is not set forth in Annex I; or (v) amend any term satisfied, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Offer in any manner materially adverse to holders Company for one period of shares of Seller Common Stock. not more than twenty (d20) Purchaser mayBusiness Days. In addition, without the consent of Seller, elect to provide Merger Sub may make available a “subsequent offering period for the Offer period,” in accordance with Rule 14d-11 of the Exchange Act following its SEC, of not less than ten (10) Business Days. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (A) as soon as practicable after becoming obligated to purchase shares of Company Common Stock pursuant to the Offer, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer (the date of acceptance for payment payment, the “Acceptance Date”), which acceptance may be by oral notice to the Paying Agent, (B) on the closing date of the Offer (which shall be not more than five (5) Business Days following the Acceptance Date), deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Offer Price for all such accepted shares of Seller Company Common Stock in and (C) as soon as practicable following such deposit, cause the OfferPaying Agent to pay for all shares of Company Common Stock so accepted for payment. (eb) On the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC and deliver to the Company and its counsel a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer Offer, which shall contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement (such Schedule TO and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”). Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and (ii) each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Seller Stockholders Company Common Stockholders, in each case as and to the extent required by applicable Federal securities laws. To the Exchange Act. Seller extent practicable, the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing each time before any such document is filed with the SEC, and Parent and Purchaser Merger Sub shall give reasonable and good faith consideration to any comments made by Seller or the Company and its counsel. Parent and Purchaser agree Merger Sub shall provide the Company and its counsel as promptly as practicable with copies of any correspondence that Parent, Merger Sub or their counsel may receive from time to provide Seller with (i) any comments or other communications, whether written or oral, that may be received time from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsthose comments. (fc) Parent shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for purchase any shares of Seller Company Common Stock that Purchaser Merger Sub becomes obligated to purchase pursuant to the Offer and shall cause Purchaser Offer. (d) Subject to fulfill its obligations under Section 5.1 of this Agreement, if, between the date of this Agreement and the Acceptance Date, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, solely by reason of any stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares or any other similar transaction, the Offer Price shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares or any other similar transaction and to provide to the Company Common Stockholders the same economic effect as contemplated by this Agreement prior to such action.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as As promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent and Merger Sub shall cause Purchaser amend the Existing Offer to commence reflect the terms and conditions of this Agreement, including the purchase price of thirty seven dollars (within $37.00) per share of Company Common Stock (including the meaning associated Rights), net to the seller in cash, without interest thereon and subject to any required withholding of Rule 14d-2 Taxes (such price, or any higher price offered and paid by Merger Sub in its sole discretion in the Offer, the “Offer Price”), and to set December 19, 2008 (the “Initial Expiration Date”), as the expiration date for the Offer. The obligation of Merger Sub to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall only be subject to the condition that there shall be validly tendered in accordance with the terms of the Exchange ActOffer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then directly or indirectly owned by Parent, after giving effect to the consummation of the Offer, represents at least a majority of the voting power of all Fully Diluted Shares on the Share Acceptance Date (as defined herein) (the “Minimum Condition”) and to the other conditions set forth in Annex II (together with the Minimum Condition, the “Offer Conditions”). Merger Sub (or Parent on behalf of Merger Sub) expressly reserves the right to waive, in its sole discretion, in whole or in part, any of the Offer Conditions and to make any change in the terms of or conditions to the Offer; provided that, unless otherwise provided by this Agreement or previously approved by the Company in writing, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Company Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex II, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of Company Common Stock, and (iii) the Offer at the Offer Pricemay not be extended except as set forth in this Section 1.01(a). Subject to the terms and conditions of this Agreement and Agreement, the Offer shall expire at 5:00 p.m., New York City time, on the Initial Expiration Date (such time, or such subsequent time to which the satisfaction or waiver expiration of the Tender Offer Conditions set forth is extended in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon accordance with the terms and subject to the conditions set forth in of this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If Unless this Agreement has been terminated in accordance with Section 8.01, Merger Sub (or Parent on or prior to any then-scheduled behalf of Merger Sub) may extend the Offer and the Expiration Date without the consent of the Company (i) if at the Expiration Date, all any of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) Conditions shall not have been satisfied, satisfied or waived in writing by Merger Sub (or Parent or Purchaser if permitted hereunderon behalf of Merger Sub), Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the such time as such conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States SEC applicable to the Offer. In addition, unless the Agreement has been terminated in accordance with Section 8.01, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date from time to time in increments of up to fifteen (15) business days upon the Company’s prior written request if, as of the scheduled Expiration Date, any of the Offer Conditions set forth in paragraphs (a), (b), (c), (d) and (e) of Annex II shall not have been satisfied; provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer or the Expiration Date beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions other than the Minimum Condition shall have been satisfied as of the scheduled Expiration Date, upon the Company’s prior written request Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date by up to an additional thirty (30) days, but not beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions shall have been satisfied as of the scheduled Expiration Date and Parent or Merger Sub fail to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer in accordance with this Section 1.01, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date from time to time in increments of up to fifteen (15) business days upon the Company’s written request; provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer or the Expiration Date beyond the Outside Date. Merger Sub (or Parent on behalf of Merger Sub) may, in its sole discretion, provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if, as of the commencement of such period, there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (as defined herein). Subject to the foregoing, including the requirements of Rule 14d-11 under the Exchange Act, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable, all shares of Company Common Stock (including the associated Rights) (A) validly tendered and not withdrawn pursuant to the Offer and/or (B) validly tendered in any Subsequent Offering Period. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Company Common Stock such amounts as Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any provision of state, local or foreign Laws relating to Taxes. To the extent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of which such deduction and withholding were made by Merger Sub. (b) As promptly as reasonably practicable after the date of this Agreement, Parent and Merger Sub shall (i) amend the Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that was originally filed on September 12, 2008 with the Securities and Exchange Commission (the “SEC”) or to reflect the staff thereof)terms and conditions of this Agreement, or and file such amendment (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TOTO Amendment”) with respect to the Offer SEC, which shall contain an amended and restated offer to purchase (or incorporate by reference supplement to the offer to purchase to the extent permitted by Law) reflecting the terms and forms conditions of this Agreement, and a revised form of the related letter of transmittal, transmittal and summary advertisement and other ancillary Offer documents and instruments required thereby pursuant to which instruments, if any, in respect of the Offer will be made (collectively together with the Schedule TO (including the Schedule TO Amendment), collectively, together with any amendments or supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to holders of shares of Company Common Stock. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Seller Stockholders Company that may be required by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub agree to take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of shares of Company Common Stock, in each case as, and to the extent required by by, applicable Laws. Parent and Merger Sub shall promptly provide the Exchange Act. Seller 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, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may be received receive after the date hereof from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide of those comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentscommunications. (fc) Parent shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for purchase any shares of Seller Company Common Stock (and the associated Rights) that Purchaser Merger Sub becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 7.1 and none of the events set forth in clause (iii) of the Tender Offer Conditions Annex A hereto shall have occurredoccurred and be continuing (and shall not have been waived by Purchaser or Merger Sub), as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent Merger Sub shall cause Purchaser to 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 as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days from the date of this Agreement, and the Offer shall remain open at least twenty (20) business days (as defined in Rule 14d-1(g)(3) of the Exchange Act) from commencement of the Offer at (the “Initial Expiration Date”). The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer Price(as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only to the satisfaction or the waiver by Purchaser or Merger Sub of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer (x) that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser or Merger Sub (without giving effect to shares subject to purchase under the Stock Option Agreement or the Stockholders Agreement), represents greater than 90% of the shares of Common Stock outstanding and (y) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Convertible Preferred Stock which, together with any shares of Convertible Preferred Stock then owned by Purchaser or Merger Sub (without giving effect to shares subject to purchase under the Stock Option Agreement the Stockholders Agreement), represents 100% of the Convertible Preferred Stock outstanding (clauses (x) and (y) together, the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. Subject to the terms and conditions of this Agreement and to the prior satisfaction or waiver by Purchaser or Merger Sub of the Tender Minimum Condition and the other conditions of the Offer Conditions set forth in Annex I (including A hereto, Merger Sub shall consummate the Minimum Condition), Purchaser shall, Offer in accordance with its terms and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, for all such shares Shares tendered and not withdrawn promptly following the acceptance of Seller Common Stock validly tendered Shares for payment pursuant to the Offer. The Offer and not withdrawn. shall be made by means of an offer to purchase (bthe “Offer to Purchase”) Upon that contains the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all the other conditions and requirements set forth in Annex I) shall not have been satisfiedA hereto. Purchaser expressly reserves the right to waive any of such conditions, to increase either or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend both of the Offer for periods of up Prices and to 10 Business Days each until make any other changes in the earlier of (x) the date on which the Minimum Condition has been met and all terms of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1Offer; provided, however, that Merger Sub shall not, and Purchaser shall cause Merger Sub not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the rightto, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition decrease either of the Offer in its sole discretion; providedPrices, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock Shares sought pursuant in the offer, impose additional conditions to the Offer; , extend the Offer beyond the Initial Expiration Date except as set forth below, or amend any other condition of the Offer in any manner adverse to the holders of the Shares, in each case without the prior written consent of the Company (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) if, at any scheduled expiration of the Offer any of the conditions to Merger Sub’s obligation to accept Shares for payment shall not be satisfied or waived, extend the Offer beyond the Initial Expiration Date for a time period reasonably necessary to permit such condition to be satisfied, or (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, regulation or interpretation or position of the United States Securities and Exchange Commission (the “SEC”) ), or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant applicable to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser Offer. Merger Sub may, without the consent of Sellerthe Company, elect to provide a subsequent offering period for extend the Offer in accordance with Rule 14d-11 under the Exchange Act. In addition, either or both of the Exchange Act following its acceptance for payment Offer Prices may be increased and the Offer may be extended to the extent required by law in connection with such increase, in each case without the consent of shares of Seller Common Stock in the OfferCompany. (eb) On As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed 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 which Offer. The Schedule TO shall contain or incorporate by reference the an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal, summary advertisement transmittal and all other ancillary Offer documents and instruments required thereby pursuant to which the Offer will be made (collectively collectively, together with any supplements , all amendments and exhibits supplements thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), . Purchaser and (ii) Merger Sub shall cause the Offer Documents to be disseminated to the Seller Stockholders holders of the Shares as and to the extent required by applicable federal securities laws. Purchaser and Merger Sub, on the Exchange Actone hand, and the Company, on the other hand, will 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 Merger Sub will cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents prior to their filing Schedule TO before it is filed with the SEC. In addition, Purchaser and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser Merger Sub agree to provide Seller the Company and its counsel with (i) any comments or other communicationscomments, whether written or oral, that Purchaser or Merger Sub or their counsel may be received receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof of such comments and to consult with the Company and its counsel prior to responding thereto, to any such comments. (c) Purchaser and (ii) a reasonable opportunity to provide comments on that response (to which reasonable Merger Sub will file with the Commissioner of Commerce of the State of Minnesota and good faith consideration shall be given). If at any time prior disseminate to the Effective Time, shareholders of the Company any information registration statement relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order filed pursuant to make the statements therein, in light Chapter 80B of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsMinnesota Statutes. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredSection 7.01, as promptly as reasonably practicable (after the date hereof, but in no event later than ten (10) Business Days) after Days following the date of this Agreement, Merger Sub shall (and Parent shall cause Purchaser to commence (Merger Sub to) commence, within the meaning of Rule 14d-2 of under the Exchange Act) , the Offer to purchase all of the outstanding shares of Company Common Stock (other than Excluded Shares) at a price per share equal to the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver The consummation of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shallOffer, and Parent shall cause Purchaser to, promptly after the Expiration Date, obligation of Merger Sub to accept for payment and pay for, after giving effect to for any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not withdrawn. (b) Upon the terms and subject properly withdrawn prior to the conditions set forth in this AgreementExpiration Date that number of shares of Company Common Stock which, each together with the number of shares of Company Common Stock (if any) then owned by Parent, Merger Sub or its other Subsidiaries, represents a majority of the parties hereto agrees total number of outstanding shares of Company Common Stock entitled to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective vote on the Offermatter (collectively, the Merger and the other transactions contemplated by “Minimum Condition”); (ii) this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined Agreement not having been terminated in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) its terms (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration DateTermination Condition”). If on ; and (iii) the satisfaction, or prior to any then-scheduled Expiration Datewaiver by Parent or Merger Sub, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have actually been delivered pursuant to such procedures. (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waived waiver by Parent or Purchaser if permitted hereunderMerger Sub, Purchaser of the other Offer Conditions, in each case, as of the Expiration Date, Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend accept for payment and pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer for periods on or promptly (within the meaning of up Section 14e-1(c) under the Exchange Act) after the applicable Expiration Date. Subject to 10 Business Days Section 2.10(h), the Offer Price payable in respect of each until share of Company Common Stock validly tendered and not properly withdrawn pursuant to the earlier Offer shall be paid net to the seller in cash, without interest. (c) The Offer shall be made by means of an offer to purchase (xthe “Offer to Purchase”) that describes the date on which the Minimum Condition has been met terms and all conditions of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated Offer in accordance with Section 9.1this Agreement, including the Offer Conditions. Merger Sub expressly reserves the right to make any change in the terms of or conditions to the Offer; provided, however, that Purchaser unless previously approved by the Company in writing, Parent and Merger Sub shall not be required to extend not: (i) decrease the Offer beyond the Outside Date. Purchaser expressly reserves the rightPrice other than pursuant to Section 2.09(e), subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (iii) change the form of consideration payable in the Offer, decrease the Offer Price or decrease (iii) change the number of shares of Seller Company Common Stock sought pursuant to be purchased in the Offer, (iv) waive the Minimum Condition, the Termination Condition or the other Offer Conditions set forth in clause (b) or clause (c)(1) of Annex I, (v) add any condition to the Offer; , (iivi) otherwise extend the Expiration Date expiration of the Offer except (A) as required or permitted by applicable law this Section 2.01, (including vii) provide for a “subsequent offering period” (or any period required by extension thereof) in accordance with Rule 14d-11 under the Exchange Act, (viii) amend or modify any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), Offer Conditions or (Bix) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive modify, supplement or amend the Minimum Condition; (iv) impose any other term or condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any a manner materially adverse to the holders of shares of Seller Company Common Stock. (d) Purchaser mayUnless extended in accordance with the terms of this Agreement, without the consent of Seller, elect to provide a subsequent offering period for the Offer shall expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer, as calculated in accordance with Rule 14d-11 14d-1(g)(3) of the Exchange Act following its acceptance for payment of shares of Seller Common Stock (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the Offerdate to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) On Unless this Agreement has been terminated in accordance with its terms, if as of any then scheduled Expiration Date, (i) any Offer Condition (other than the Minimum Condition) has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or 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 of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its reasonable discretion in order to permit the satisfaction of any such Offer Conditions; provided, however, that (x) in no event shall Parent or Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent and (y) Merger Sub shall be required to extend the Offer pursuant to this clause (i) only if in the reasonable discretion of Parent any such Offer Condition is capable of being satisfied on or prior to the End Date, (ii) all of the Offer Conditions (other than the Minimum Condition) have been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an extension period of ten (10) Business Days (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), in order to permit the satisfaction of the Minimum Condition; provided, however, that (x) in no event shall Parent or Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent and (y) Merger Sub shall not be required to extend the Offer pursuant to this clause (ii) on more than two (2) occasions, but may, in its sole and absolute discretion, elect to do so, and (iii) Merger Sub shall extend the Offer for the minimum period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or the NASDAQ Global Market; provided, however, that in no event shall Merger Sub (x) be required to extend the Offer beyond the End Date, unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 7.01(b)(i), or (y) extend the Offer beyond the End Date or more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent. Notwithstanding the foregoing, nothing in this Section 2.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Parties to terminate this Agreement pursuant to Section 7.01. (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 is terminated pursuant to Section 7.01. If this Agreement is terminated pursuant to Section 7.01, Merger Sub shall (and Parent shall cause Merger Sub to) promptly terminate the Offer and shall not acquire the shares of Company Common Stock pursuant thereto. If the Offer is terminated by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and 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 of Company Common Stock that have not then been purchased in the Offer to the registered holders thereof. (g) As soon as practicable on the date of the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Purchaser shall Merger Sub shall: (i) file or cause to be filed with the SEC 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, supplements and supplements exhibits thereto, the “Schedule TO”); (ii) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms deliver a copy of the related letter of transmittalSchedule TO, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and including all exhibits thereto, and all deliveries, mailings and to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iii) give telephonic notices notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail or other acceptable means a copy of the “Offer Documents”)Schedule TO, and to the NASDAQ Global Market in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iiiv) cause the Offer Documents to be disseminated to the Seller Stockholders all holders of shares of Company Common Stock as and to the extent required by all applicable Laws, including the Exchange Act; and (v) cause the notice referred to in Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Merger Notice”) to be disseminated to all holders of shares of Company Common Stock with the Offer Documents. (h) The Schedule TO shall include as exhibits the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and a form of notice of guaranteed delivery (the Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as the “Offer Documents”) and the Maryland Short Form Merger Notice. Parent and Merger Sub shall cause the Schedule TO and the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. Subject to Section 5.02, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. The Company shall furnish in writing to Parent and Merger Sub all information concerning the Company and its Subsidiaries that is required by applicable Laws or reasonably requested by Parent or Merger Sub to be included in the Schedule TO or the Offer Documents so as to enable Parent and Merger Sub to comply with their obligations under this Section 2.01(h). Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it or any of its respective Representatives for use in the Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Merger Sub agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by all applicable Laws, including the Exchange Act. Seller The Company and its (and the Special Committee’s) legal counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents prior to their filing before they are filed with the SEC, and Parent and Purchaser Merger Sub shall give reasonable and good faith due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its (and the Special Committee’s) legal counsel (it being understood that the Company and its (and the Special Committee’s) legal counsel shall provide any comments made by Seller or its counselthereon as soon as reasonably practicable). In addition, Parent and Purchaser agree to Merger Sub shall provide Seller the Company and its (and the Special Committee’s) legal counsel with (i) copies of any comments or other communicationswritten comments, whether written or oraland shall inform them of any oral comments, that Parent, Merger Sub or their legal counsel may be received receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly (and in any event within 48 hours) after receipt thereof and prior to responding theretoof such comments, and any written or oral responses thereto. The Company and its (iiand the Special Committee’s) legal counsel shall be given a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at review any time prior proposed written or oral responses to the Effective Time, any information relating Schedule TO and Offer Documents and Parent and Merger Sub shall give due consideration to the Offerreasonable additions, deletions or changes suggested thereto by the MergerCompany and its (and the Special Committee’s) legal counsel and, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or practicable, to participate in any applicable rules or regulations substantive telephonic communications with the staff of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsSEC related thereto. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredSection 7.1 hereof, Merger Sub shall, as promptly as reasonably practicable after the date hereof (but in no event later than and Merger Sub shall use commercially reasonable efforts to, within ten (10) Business Daysbusiness days after the date hereof), commence the Offer. Each Share accepted by Merger Sub pursuant to the Offer shall be exchanged for the right to receive a fraction of share of Parent Common Stock (the "EXCHANGE RATIO") equal to 0.79. The initial expiration date of the Offer shall be the twentieth business day following commencement of the Offer. 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 (as it may be extended in accordance with the requirements of this Section 1.1(a)) and not withdrawn a number of shares of Company Common Stock which, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any), represents at least a majority of the sum of (i) the total number of shares of Company Common Stock outstanding immediately prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)), and (ii) a number of shares of Company Common Stock determined by Parent up to a maximum of the total number of shares of Company Common Stock issuable upon the exercise or conversion of all options, warrants, rights and convertible securities (if any) that will be vested by the Outside Date (as defined in Section 7.1(b)(ii) hereof) (the number of shares determined by adding the shares referred to in clause "(i)" and clause "(ii)" of this sentence being hereinafter referred to as the "FULLY DILUTED SHARES") (and the condition previously referred to in this sentence being referred to as the "MINIMUM CONDITION") and to the other conditions set forth in Annex I hereto. Parent and Merger Sub expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; PROVIDED, HOWEVER, that without the prior written consent of the Company, no change may be made which decreases the number of shares of Company Common Stock sought in the Offer, changes the form or amount of consideration to be paid, imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition or any of the conditions set forth in clauses (2), (4), (5) or (7) of Annex I, extends the Offer (except as set forth in the following two sentences), or makes any other change to any of the terms and conditions to the Offer which is adverse to the holders of shares of Company Common Stock. Subject to the terms of the Offer and this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Merger Sub shall accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) and shall pay for all such shares of Company Common Stock promptly after acceptance; PROVIDED, HOWEVER, that (x) Merger Sub shall extend the Offer for successive extension periods not in excess of ten (10) business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, and (y) Merger Sub may extend the Offer if and to the extent required by the applicable rules and regulations of the Securities and Exchange Commission ("SEC") or The New York Stock Exchange (the "NYSE"). In addition, Merger Sub may extend the Offer after the acceptance of shares of Company Common Stock thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). No fraction of a share of Parent Common Stock will be issued in connection with the exchange of Parent Common Stock for shares of Company Common Stock upon consummation of the Offer, but in lieu thereof each tendering stockholder who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) in the Offer shall receive from Parent an amount of cash (rounded up to the nearest whole cent), without interest, equal to the product obtained by multiplying such fraction by the average closing sale price of one (1) share of Parent Common Stock on the NYSE during the ten (10) trading days ending on the trading day immediately prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)). (b) As soon as practicable after the date of this Agreement, Parent shall cause Purchaser prepare and file with the SEC a registration statement on Form S-4 to commence (within register the meaning offer and sale of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (bthe "REGISTRATION STATEMENT"). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) Act (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”"PRELIMINARY PROSPECTUS"). If As soon as practicable on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed 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 which shall will contain or incorporate by reference all or part of the offer to purchase Preliminary Prospectus and forms form of the related letter of transmittaltransmittal and summary advertisement, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made if any (collectively together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under collectively the Exchange Act, the “Offer Documents”"OFFER DOCUMENTS"), and (ii) cause the Offer Documents to be disseminated to holders of shares of Company Common Stock. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Seller Stockholders Company, the Company's Subsidiaries and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(b). Parent, Merger Sub and the Company each agree promptly to correct any information provided by it for use in the Registration Statement or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock , in each case as and to the extent required by the Exchange Actapplicable federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO, the Registration Statement and the Offer Documents prior to their filing being filed with the SEC, . Parent agrees to provide the Company and Parent and Purchaser shall give reasonable and good faith consideration to its counsel with any comments made by Seller Parent, Merger Sub or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that their counsel may be received receive in writing from the SEC or its staff with respect to the Offer Documents promptly as soon as practicable after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentswritten comments. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as As promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date following execution of this Agreement, the Parent shall cause Purchaser amend the Existing Offer: (i) to commence (within provide that the meaning consideration to be paid per share of Rule 14d-2 of the Exchange Act) Company Common Stock pursuant to the Offer at will be as calculated in accordance with Annex II hereto (the "Offer Price. Subject Consideration"); (ii) to designate the Purchaser as the offeror and to set November 29, 2001 (the "Initial Expiration Date"), as the expiration date for the Offer; and (iii) otherwise to reflect the terms and conditions of this Agreement Agreement. For purposes of this Agreement, the term "business day" shall mean any day, other than Saturday, Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern time. The obligation of the Purchaser to accept for payment and pay for shares of Company Common Stock (including the related Company Rights) tendered pursuant to the Offer shall be subject only to the condition that there shall be validly tendered (other than by guaranteed delivery where actual delivery has not occurred) in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by the Parent and/or the Purchaser, represents at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights to acquire, and securities exercisable or convertible into, Company Common Stock, whether or not exercised or converted at the time of determination, other than potential dilution attributable to the Company Rights) (the "Minimum Condition") and to the satisfaction or waiver by the Purchaser as permitted hereunder of the Tender Offer Conditions other conditions set forth in Annex I (including hereto. Without limiting the Minimum Condition)foregoing, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement upon Consummation of the Offer (determined as defined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c1.4), may expire shall be referred the holder of such Company Common Stock (including the related Company Rights) will sell and assign to as the “Expiration Date”). If on or prior Purchaser all right, title and interest in and to any then-scheduled Expiration Date, all of the conditions shares of Company Common Stock tendered (including, but not limited to, such holder's right to the Offer (including the Minimum Condition any and all other conditions dividends and requirements set forth in Annex I) shall not have been satisfieddistributions with a record date before, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the a payment date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements theretoafter, the “Schedule TO”) with respect to the Offer which shall contain scheduled or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”extended expiration date), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as As promptly as reasonably practicable (but in no event later than ten (10) Business Days) five business days after the date public announcement of this Agreementthe execution hereof), Parent Acquisition shall cause 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 (collectively, the "Exchange Act")) a tender offer (the "Offer") for all of the Exchange Actoutstanding shares of Company Common Stock (including the Rights) at a price of $15.50 per share of Company Common Stock, net to the Offer at seller in cash (such price, or any such higher price per share as may be paid in the Offer, being referred to herein as the "Offer Price. Subject "), subject to there being validly tendered and not withdrawn prior to the terms and conditions expiration of this Agreement the Offer, that number of shares of Company Common Stock which represents at least a majority of the Company Common Stock outstanding on a fully diluted basis (the "Minimum Condition") and to the satisfaction or waiver of the Tender Offer Conditions other conditions set forth in Annex I (including the Minimum Condition), Purchaser shallA hereto, and Parent shall cause Purchaser to, promptly after consummate the Expiration Date, Offer in accordance with its terms ("fully diluted basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under warrants and outstanding employee stock options). The obligations of Acquisition to accept for payment and to pay for, after giving effect to for any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn. withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (bthe "Offer to Purchase") Upon containing the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all the other conditions and requirements set forth in Annex I) A hereto. Acquisition shall not have been satisfied, amend or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which waive the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Company Common Stock sought sought, or amend any other condition of the Offer in any manner adverse to the holders of the Company Common Stock without the prior written consent of the Company; provided, however, that if on the initial scheduled expiration date of the Offer which shall be 20 business days after the date of the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act (as defined below) to have expired or been terminated, Acquisition shall extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. Acquisition shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Company Common Stock tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Company Common Stock tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, Acquisition may extend the Offer one time for a period not to exceed twenty business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer;. (iib) otherwise extend As soon as practicable on the Expiration Date of date the Offer except (A) as required by applicable law (including for any period required by any ruleis commenced, regulation, interpretation or position of Parent and Acquisition shall file with the United States Securities and Exchange Commission (the “"SEC”") or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”) 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with respect any amendments and supplements 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 Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittalCompany's shareholders, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation is made by Parent or Acquisition with respect to information furnished by the party Company to Parent or Acquisition, in writing, expressly for inclusion in the Offer Documents. The information supplied by the Company to Parent or Acquisition, in writing, expressly for inclusion in the Offer Documents and by Parent or Acquisition to the Company, in writing, expressly for inclusion 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 discovers such information shall promptly notify they were made, not misleading. (c) Each of Parent and Acquisition will take all steps necessary to cause the other party, and an appropriate amendment or supplement describing such information shall Offer Documents to be filed with the SEC and to be disseminated to holders of the Seller StockholdersCompany Common Stock, in each case as and to the extent required by applicable Law or any applicable rules or regulations federal securities laws. Each of any stock exchange. Seller shall furnish to Parent and Purchaser all Acquisition, on the one hand, and the Company, on the other hand, will promptly correct any information concerning Seller required provided by the Exchange Act to be set forth it for use in the Offer Documents. (f) Documents if and to the extent that it shall have become false or misleading in any material respect and Parent shall provide or and Acquisition will take all steps necessary to cause the Offer Documents as so corrected to be provided filed with the SEC and to Purchaser on a timely basis be disseminated to holders of the funds necessary Company Common Stock, in each case as and to pay for the extent required by applicable federal securities laws. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and Acquisition will provide the Company and its counsel in writing with any shares of Seller Common Stock that Purchaser becomes obligated comments, whether written or oral, Parent, Acquisition or their counsel may receive from time to purchase pursuant time from the SEC or its staff with respect to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementDocuments promptly after the receipt of such comments.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredAgreement, as promptly as reasonably practicable (but in no event later than ten five (105) Business Daysbusiness days) after the date of this Agreement, Merger Sub shall, and Parent shall cause Purchaser to commence (Merger Sub to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), the Offer to purchase all of the Exchange Act) outstanding shares of Company Common Stock; provided, that the Offer at Company agrees that no shares of Company Common Stock owned by the Offer Price. Subject Company will be tendered pursuant to the terms and conditions Offer. The obligations of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shallMerger Sub to, and of Parent shall to cause Purchaser Merger Sub to, promptly after the Expiration Date, accept for payment payment, and pay for, after giving effect to any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement“Offer Conditions”). (ci) The initial expiration date of the Offer shall be midnight, New York City time, on the 20th Business Day after business day following the commencement of the Offer (determined in accordance with Rules pursuant to Rule 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser Merger Sub expressly reserves the right, subject to compliance with the Exchange Actat any time, to waiveto, amend or modify any term or condition of the Offer in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not: not (iA) 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, decrease (C) change, modify or waive the Minimum Tender Condition (as defined in Exhibit A), (D) add to the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof)Conditions, or (BE) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or otherwise amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to the holders of shares of Seller Company Common Stock. (dii) Purchaser mayParent and Merger Sub agree that if on any scheduled expiration date of the Offer, without any of the consent conditions to the offer (including the Minimum Tender Condition and the other conditions and requirements set forth herein and in Exhibit A) is not satisfied or, in Merger Sub’s sole discretion, waived, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of Sellertime to be determined at the sole discretion of the Merger Sub; provided, elect however, that in no event shall Merger Sub be required to provide extend the Offer (1) beyond the Outside Date or (2) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (iii) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after Merger Sub is legally permitted to do so under applicable Law. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer upon the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period for the Offer period” in accordance with Rule 14d-11 of under the Exchange Act following its acceptance Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for payment such a reservation of shares of Seller Common Stock right. Nothing contained in the Offerthis Section 1.1(a) shall affect any termination rights in ARTICLE VIII. (eb) On the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer ), which shall contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement and other appropriate ancillary offer documents (such Schedule TO and instruments required thereby the documents included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders stockholders of the Company as and to the extent required by federal securities laws. Each of Parent, Merger Sub and the Exchange ActCompany shall promptly correct any information supplied by it for inclusion or incorporation by reference in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the stockholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities laws. Seller Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence and 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 the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on the such Offer Documents prior to their filing with the SECor response, and Parent and Purchaser Merger Sub shall give reasonable and good faith consideration to any comments made by Seller such comments. In the event that Parent or its counsel. Parent and Purchaser agree to provide Seller with (i) Merger Sub receives any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents Documents, each shall use its reasonable best efforts to (i) respond promptly after receipt thereof and prior to responding thereto, such comments and (ii) a reasonable opportunity take all other actions necessary to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to resolve the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements issues raised therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (fc) Parent shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds consideration necessary to pay for any shares of Seller Company Common Stock that Purchaser Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser Merger Sub to fulfill its all of Merger Sub’s obligations under this Agreement. (d) Parent, Merger Sub or the paying agent for the Offer (the “Paying Agent”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of shares of Company Common Stock such amounts as Parent, Merger Sub or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local Tax law. To the extent that amounts are so withheld and paid over by Parent, Merger Sub or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by Parent, Merger Sub or the Paying Agent.