Common use of The Offer Clause in Contracts

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, subject as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the terms "Exchange Act")) and conditions of this Agreement, make will in good faith pursue an exchange offer (the “"Offer”") to purchase acquire all of the issued and outstanding Caza Shares Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (including the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any Caza Shares that are issued after greater amount per Old Notes paid pursuant to the date Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and prior to accept for exchange Old Notes tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingAnnex C hereto. The term “Offer” Company shall include not waive any such condition or make any changes in the terms and conditions of the Offer as it without the consent of the Holders; provided, however, the Company may be amended, varied waive any condition or extended amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings nature with respect to the Offer, including amendments thereafter as and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities Laws and Exchange Commission (the "SEC") or Lawsthe staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be prepared conducted in the English language. Notwithstanding the foregoing, the Offer may provide a manner that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy will make it exempt from registration under Section 3(a)(9) of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding Securities Act of 1933, as amended (the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated"Securities Act").

The Offer. (a) The Offeror (i) Provided that this Agreement shall not have been terminated in accordance with Article IX and that none of the events set forth in Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, Purchaser shall, subject and Parent shall cause Purchaser to, promptly (but in no event later than five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms and conditions of this AgreementAgreement (as so amended, make an offer (including any amendments thereto, the “OfferAmended Offer Documents”) ). The Amended Offer Documents shall include the Offer to purchase all of outstanding Shares at the outstanding Caza Shares (including any Caza Shares that are issued after the Offer Price. The expiration date of the Offer and prior pursuant to the Expiry Time on Amended Offer Documents shall be no sooner than the exercise or surrender tenth Business Day following (and including the day of) the initial filing of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareAmended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment and pay for any Shares tendered pursuant to the Offer shall be made subject to only those conditions set forth in accordance with this AgreementAnnex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, Securities Laws and applicable Lawexcept that, and without the prior written consent of the Company, Purchaser shall be subject only not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect manner adverse to the Offerholders of Shares, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in (F) extend the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any other change in the foregoing, terms or conditions of the Offer may provide that which is adverse to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror So long as none of the events set forth in clauses (a) through (i) of Annex I hereto ("conditions to the Offer") shall have occurred or exist, the Purchaser shall, subject to and Parent shall cause the terms and conditions Purchaser to, commence (within the meaning of this AgreementRule 14d-2(a) of the Securities Exchange Act of 1934, make an offer as amended (the “Offer”"Exchange Act")) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable after the date of hereof, but in any event not later than June 14, 1999, the Offer and prior for all outstanding Shares at the Offer Price, net to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Shareseller in cash. The initial expiration date for the Offer shall be made the twentieth business day from and after the date the Offer is commenced, 5 including the date of commencement as the first business day in accordance with this AgreementRule 14d-2 under the Exchange Act. As promptly as practicable, the Purchaser shall file with the Securities Laws and applicable LawExchange Commission (the "SEC" or the "Commission") the Purchaser's Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, and the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction or waiver of the conditions to the Offer. Without the prior written consent of the Company, the Purchaser shall not decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, change the conditions to the Offer, waive or reduce the Minimum Condition (as defined in Annex I), impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares; provided, however, that if all of the conditions to the Offer are then satisfied or waived, the Parent, in order to permit the Merger to become effective without a meeting of Shareholders in accordance with Section 14A:10-5.1 of the New Jersey Act, shall have the right (i) to extend the Offer for a period or periods aggregating up to ten business days from the then effective expiration date and (ii) thereafter to extend the Offer with the prior written consent of the Company; provided, further, that if Parent elects to extend the Offer pursuant to clause (i) above, Parent and the Purchaser shall be deemed to have permanently and irrevocably waived all of the conditions to the Offer (other than the Minimum Condition and the conditions set forth in Schedule A hereto clause (a) of the conditions to the Offer) and such other provided, further, that Parent may extend the Offer to the extent any conditions as mutually agreed to by the parties in writingOffer have not been satisfied on the applicable expiration date. The term “Offer” shall include Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer as it may be amendedof any expiration date, varied or extended in accordance with this Agreement. The Offeror Parent will accept for payment and Caza shall cooperate in making on a timely basis any filings with respect pay for all Shares validly tendered and not withdrawn pursuant to the Offer, including amendments thereafter Offer as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy soon as practicable after such expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article 7 hereof and none of the events set forth in Annex I hereto (athe “Tender Offer Conditions”) The Offeror shallshall have occurred, Parent shall cause the Purchaser to (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) as promptly as reasonably practicable, but in any event within seven business days following the date of this Agreement, an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (C) use commercially reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of this Agreement, make an offer (Parent and the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Purchaser, on the basis one hand, and the Company, on the other hand, agrees promptly to 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 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 0.16 of an Offeror Share for the Company, in each Caza Sharecase as and to the extent required by applicable federal securities laws. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Lawobligation of the Purchaser to accept for payment, and shall pay for, any Shares tendered pursuant to the Offer will be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy satisfaction of the Tender Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and subject to the satisfaction of the conditions set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall, as soon as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof), 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 issued 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 Offeror shallobligation of Purchaser to accept for payment shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction 6 2 or waiver by Purchaser of the Offer Conditions. 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, make an offer (the “Offer”) including but not limited to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer Conditions, it will accept for payment and prior pay for shares of Company Common Stock as soon as it is permitted to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharedo so under applicable law. The Offer shall initially be made 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 accordance with 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, Securities Laws and applicable Law, and shall be subject only each such extension not to the conditions set forth exceed (unless otherwise consented to in Schedule A hereto and such other conditions as mutually agreed to writing by the parties in writing. The term “Offer” shall include Company) the lesser of 10 additional business days or such fewer number of days that Purchaser reasonably believes are necessary to cause the Offer as it Conditions to be satisfied. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be amended, varied asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or extended in accordance with inaction by Purchaser or Parent constituting a breach of this Agreement). The Offeror and Caza Except as provided in Section 1.1(b) or 1.1(d), Purchaser shall cooperate in making on a timely basis any filings with respect not terminate the Offer without purchasing shares of Company Common Stock pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, Provided that this Agreement shall not have been terminated in accordance with Article VIII and subject to the terms and conditions set forth in Annex I (including that none of this Agreement, make an offer the events or conditions set forth therein (the “Offer”"Exchange Offer Conditions") shall have occurred and be existing and not waived by Parent), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase all of the issued and outstanding Caza Company Common Shares (including any Caza Shares and all Rights) as promptly as reasonably practicable, but in no event more than twenty (20) Business Days following the first public announcement by Parent and the Company of the execution of this Agreement, and shall take the actions specified in Section 1.1(c). Each Company Common Share accepted by Merger Sub pursuant to the Offer shall be exchanged for the right to receive from Parent (i) a fraction of a share of Parent Common Stock (the "Stock Portion") determined by dividing (y) the quotient obtained by dividing $3.5 million by the Base Price, by (z) the Fully Diluted Common Share Number, with cash paid in lieu of fractional shares, as provided below and (ii) an amount in cash (the "Cash Portion"), determined by dividing (y) the quotient obtained by dividing the Company's Net Cash as reflected on the Reference Balance Sheet, by (z) the Fully Diluted Common Share Number, rounded to the nearest whole cent, with .5 rounded up. The Stock Portion and the Cash Portion, or such greater aggregate amount per share paid by Merger Sub in the Offer, are referred to herein as the "Offer Price." No certificate or scrip representing fractional shares of Parent Common Stock shall be issued pursuant to the Offer. All fractional shares of Parent Common Stock that are issued after the date a Company Stockholder would otherwise be entitled to receive as a result of the Offer shall be aggregated, and prior if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying (i) the Base Price by (ii) the fraction of a share of Parent Common Stock to which such holder would otherwise have been entitled. The obligation of Merger Sub to accept for payment and pay for any Company Common Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto satisfaction of the Exchange Offer Conditions, this Agreement and such other conditions as mutually agreed to applicable Laws. The Company agrees that any Company Common Shares held by the parties in writing. The term “Offer” shall include the Offer as it may Company will not be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect tendered pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereof, Merger Sub shall 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 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 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 Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The Offeror shallobligation 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. --------- Subject to the provisions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Offer shall expire 20 business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)its commencement, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made unless this Agreement is terminated in accordance with this AgreementArticle 10, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include which case the Offer as it may be amended, varied (whether or not previously ---------- extended in accordance with this Agreement. The Offeror and Caza the terms hereof) shall cooperate in making expire on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy such date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedtermination.

The Offer. (a) Provided that nothing shall have occurred that, had the Offer referred to below been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I hereto, as promptly as reasonably practicable after the public announcement of the terms of this Agreement, but in no event later than one week after the date hereof, Acquisition shall (and Parent shall cause Acquisition to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act")), an offer (the "Offer") for all of the outstanding shares of common stock, par value $.01 per share, of the Company (individually a "Share" and collectively, the "Shares") at a price for each Share of $16.00, net to the seller in cash (the "Offer Price"). The Offeror shallobligation of Acquisition to accept for payment and to pay for any Shares tendered shall be subject only to (i) the condition that at least two-thirds of the Shares on a fully- diluted basis, subject together with the Shares then owned by Parent and/or Acquisition, (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested Company Stock Options that vest prior to the Effective Time, but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex I hereto. Acquisition expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreementthe Offer; provided, make an offer however, that (i) the “Offer”) to purchase all Minimum Condition may be amended or waived only with the prior written consent of the outstanding Caza Company and (ii) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares (including any Caza Shares that are issued after sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, extends the expiration date of the Offer and prior beyond the initial expiration date of the Offer (except as provided in (b), below) or makes any other change which is adverse to the Expiry Time on holders of the exercise or surrender Shares. Subject to satisfaction of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth contained in Schedule A hereto and such other conditions as mutually agreed Annex I, Acquisition shall accept for payment all Shares validly tendered pursuant to by the parties in writing. The term “Offer” shall include the Offer as soon as it may be amended, varied or extended in accordance with this Agreement. The Offeror is permitted to do so under applicable law and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing pay for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror such Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedpromptly thereafter.

The Offer. (a) The Offeror shallProvided that this Agreement shall --------- not have been terminated in accordance with Section 9.1 and none of the events or conditions set forth in Article 7 shall have occurred and be existing, subject as promptly as practicable, but in no event later than five (5) business days after the public announcement of the execution hereof by the parties, Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer; and Acquisition shall use reasonable efforts to consummate the Offer, including, without limitation, engaging an information agent in connection therewith. Acquisition shall accept for payment Shares which have been validly tendered and not withdrawn pursuant to the terms and conditions of this Agreement, make an offer (Offer at the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date earliest time following expiration of the Offer and prior that all conditions to the Expiry Time on the exercise Offer shall have been satisfied or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharewaived by Acquisition. The obligation of Acquisition to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the condition that at least 2,000,000 Shares be validly tendered (the "Minimum Condition") and the other conditions set forth in Schedule A hereto Article 7. Acquisition expressly reserves the right to increase the price per Share payable in the Offer or to make any other changes in the terms and such other conditions as mutually agreed to of the Offer (provided that, unless previously approved by the parties Company in writing, no change may be made which decreases the Per Share Amount, which changes the form of consideration to be paid in the Offer, which imposes conditions to the Offer in addition to those set forth in Article 7 or which broadens the scope of such conditions). It is agreed that the conditions set forth in Article 7 are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of the circumstances giving rise to any such condition (including any action or inaction by Acquisition) or may be waived by Acquisition, in whole or in part at any time and from time to time, in its sole discretion. The term “Offer” failure by Acquisition at any time to exercise any of the foregoing rights shall include the Offer as it not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be amended, varied or extended asserted at any time and from time to time. Any determination (which shall be made in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings good faith) by Acquisition 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 Per Share Amount shall be paid net to the seller in cash, less any required withholding of taxes, upon the terms and subject to such conditions of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide Company agrees that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its subsidiaries will be aggregatedtendered in the Offer. Pursuant to separate agreements, the persons listed in Schedules 2.1(a) and 2.1(b) have agreed not to tender in the Offer the number of Shares listed in such Schedules without Parent's consent.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as practicable but in no event later than the later of (the “Offer”x) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued six Business Days after the date of this Agreement and (y) the first Business Day following publication in the Federal Register of SEC Release Number 34-54684 relating to the amendments to Rule 14d-10 promulgated under the Exchange Act (the date of such publications referred to as the “Publication Date”), Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and prior accept for payment, and pay for, any Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto Exhibit A. The initial expiration date of the Offer shall be midnight New York City time on the later of (x) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the Publication Date and such other conditions as mutually agreed (y) the 20th Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) of the SEC) (the initial “Expiration Date” and any expiration time and date established pursuant to by the parties in writing. The term “Offer” shall include an extension of the Offer as it may be amendedso extended, varied also an “Expiration Date”). Merger Sub expressly reserves the right (x) if the Minimum Tender Condition has not been satisfied or extended in accordance with this Agreement. The Offeror if an Adverse Recommendation Change has been made, to increase the Offer Price and Caza (y) to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) waive the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or Laws. The Offer shall be prepared modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.1(a), extend the Offer, (vi) change the form of consideration payable in the English languageOffer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (i) extend the Offer may provide that for one or more consecutive increments of not more than five Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub’s obligation to purchase Shares are not satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11. In addition, if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is only being made not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than five Business Days each. In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in jurisdictions where permitted by applicable lawaccordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly own more than 80% of the Fully Diluted Shares. The Offeror shall provide Caza, its counsel On the terms and its financial advisors with a draft copy subject to the conditions of the Offer Documents prior and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to their finalization and mailing for their review and commentthe Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. Notwithstanding For the foregoingavoidance of doubt, the Offer parties hereto agree that shares of Restricted Company Common Stock may provide that be tendered in the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement acquired by Parent or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Merger Sub pursuant to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) The Offeror Provided that nothing shall have occurred that, had the Offer referred to below been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex A hereto, as promptly as practicable after the date hereof (but in no event later than five business days from the public announcement of the execution hereof), the Purchaser shall, subject to and Parent shall cause the terms and conditions Purchaser to, commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make as amended (the "Exchange Act")), an offer (the “"Offer”") to purchase for cash any and all of the issued and outstanding Caza shares of (i) Common Stock, par value $0.01 per share, of the Company (referred to herein as either the "Common Shares" or "Company Common Stock") at a price of $35.00 per Common Share, net to the seller in cash (such price, or such higher price per Common Share as may be paid in the Offer, being referred to herein as the "Common Offer Price," provided that Purchaser shall not be required to increase the Common Offer Price) and (ii) Class A Common Stock, par value $0.01 per share, of the Company (referred to herein as either the "Class A Shares" or "Company Class A Common Stock" and, together with the Common Shares, as the "Shares" or "Company Stock," which references include for all purposes the related Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and Harris Trust and Savings Xxxx, dated as of December 22, 1997) at a price of $32.965 per Class A Share, net to the seller in cash (such price, or such higher price per Class A Share as may be paid in the Offer, being referred to herein as the "Class A Offer Price," provided that Purchaser shall not be required to increase the Class A Offer Price, and, together with the Common Offer Price, as the "Offer Price"). The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares (including any Caza tendered as soon as it is legally permitted to do so under applicable law; provided that, if the number of Shares that have been physically tendered and not withdrawn are issued after more than 50% of the Shares outstanding on a fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company, the Purchaser may extend the Offer for up to 20 business days from the date that all conditions to the Offer shall first have been satisfied or waived. The obligations of the Purchaser to accept for payment and to pay for any and all Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to there being validly tendered in accordance with the terms of the Offer and not withdrawn prior to the Expiry Time expiration date of the Offer, that number of Shares which, together with any Shares beneficially owned by Parent or the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis (the exercise or surrender of Caza Options or Caza Warrants), on "Minimum Condition") and the basis of 0.16 of an Offeror Share for each Caza Shareother conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in accordance with this Agreement, Securities Laws the Minimum Condition and applicable Law, and shall be subject only to the other conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writinghereto. The term “Offer” Purchaser shall include not amend or waive the Minimum Condition, decrease the Offer as it may be amendedPrice or decrease the number of Shares sought, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis impose any filings with respect additional conditions to the Offer, including amendments thereafter or amend any term of the Offer in any manner adverse to the holders of the Shares or extend the expiration date of the Offer (except for such extensions as required are contemplated below), in each case without the prior written consent of the Company (such consent to be authorized by Securities Laws the Board of Directors of the Company or Laws. The Offer shall be prepared in the English languagea duly authorized committee thereof). Notwithstanding the foregoing, the Offer may provide that Purchaser shall, and Parent agrees to cause the Purchaser to, extend the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazafrom time to time until the date that all conditions to the Offer have been satisfied, its counsel subject to the provisions of Section 7.01(b)(i) hereof if, and its financial advisors with a draft copy to the extent that, at the initial expiration date of the Offer, or any extension thereof, all conditions to the Offer Documents prior to their finalization and mailing for their review and commenthave not been satisfied or waived. Notwithstanding the foregoingIn addition, the Offer Price may provide that be increased and the Offer is only being made may be extended to the extent required by law in jurisdictions where permitted and that connection with such increase, in each case without the Offeror Shares shall only be distributed to holders consent of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing Company. In the event of any prospectus, registration statement or similar document by the Offeror, result increase in the imposition Common Offer Price, the Class A Offer Price will be increased by an equal amount, and in the event of any reporting obligations on increase in the Offeror in such jurisdiction or result in any material cost to Class A Offer Price, the Offeror. No fractional Offeror Shares Common Offer Price will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held increased by a registered holder shall be aggregatedan equal amount.

The Offer. (a) The Offeror Merger Sub shall not, and Parent shall cause Merger Sub not to, commence, within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer prior to April 14, 2015. As promptly as reasonably practicable on or after such date (and, in any event, within five (5) Business Days after such date), Merger Sub shall, subject and Parent shall cause Merger Sub to, commence, within the meaning of Rule 14d-2 promulgated under the Exchange Act, the Offer. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that Offer are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto Annex I (the “Offer Conditions”). The Offer shall initially expire at 11:59 p.m. (New York City time) on the date twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act). Merger Sub expressly reserves the right to waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) amend, modify or waive the Minimum Tender Condition, (iv) add to the Offer Conditions or amend, modify or supplement any Offer Condition in any manner adverse to any holder of Company Common Stock, (v) except as required or permitted in this Section 1.1(a), terminate, extend or otherwise amend or modify the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to any holder of Company Common Stock or (viii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Subject to the provisions of Article VII, (i) if at any scheduled expiration date of the Offer any Offer Condition shall not have been satisfied or waived (to the extent permitted under applicable Law and this Agreement), Merger Sub may, in its sole discretion, without the consent of the Company, extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each (the length of such other conditions period to be determined by Parent or Merger Sub), or for any such period longer than five (5) Business Days as mutually agreed to by the parties hereto may agree, until the earlier of (A) the termination of this Agreement in writing. The term accordance with its terms and (B) October 30, 2015 (the “Offer” shall include End Date”); (ii) if at any scheduled expiration date of the Offer any Offer Condition shall not have been satisfied or waived (to the extent permitted under applicable Law and this Agreement), at the request of the Company, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer, on one or more occasions, in consecutive increments of up to five (5) Business Days each (the length of such period to be determined by Parent or Merger Sub), or for any such period longer than five (5) Business Days as it the parties hereto may agree, until the earlier of (A) the termination of this Agreement in accordance with its terms and (B) the End Date; and (iii) Merger Sub shall extend the Offer for the minimum period required by applicable Law or the applicable rules, regulations interpretations or positions of the SEC or its staff or the New York Stock Exchange; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, in no event shall Merger Sub be required to extend the Offer (x) beyond the End Date or (y) at any time that Parent or Merger Sub is entitled to terminate this Agreement. Upon the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer. Payment of shares of Company Common Stock by Merger Sub pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” The Offer may not be terminated prior to its expiration date (as such expiration date may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.1(a)), unless this Agreement is validly terminated in accordance with Section 7.1. In the event that this Agreement is terminated pursuant to Article VII, Merger Sub shall promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect termination of the Offer pursuant to the Offer, including amendments thereafter immediately preceding sentence is referred to this Agreement as required by Securities Laws or Laws. The the “Offer shall be prepared in Termination,” and the English language. Notwithstanding the foregoing, date on which the Offer may provide that Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is only being made terminated or withdrawn by Merger Sub, or this Agreement is validly terminated in jurisdictions where permitted by applicable law. The Offeror accordance with Article VII, Merger Sub shall provide Cazapromptly return, its counsel and its financial advisors with a draft copy shall cause any depository acting on behalf of the Offer Documents prior Merger Sub to their finalization and mailing for their review and comment. Notwithstanding the foregoingreturn, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders all tendered shares of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Company Common Stock to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedholders thereof.

The Offer. (a) The Offeror Purchaser shall, and Parent shall cause Purchaser to, amend the Offer as soon as practicable on or after the date hereof to (i) increase the Per Share Amount to $21.00, (ii) modify the conditions of the Offer to conform to the conditions or events set forth in Annex A hereto and no others and (iii) to make such other amendments as are required to conform the Offer to this Agreement. Except as otherwise provided in the following sentence, the obligation of Purchaser to accept for payment and pay for Shares validly tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition without the consent of the Company, and to make any other changes in the terms of the Offer; provided, however, that without the consent of the Independent Directors Committee, (i) Purchaser may not amend or waive the Minimum Tender Condition (as defined in Annex A) and (ii) no change may be made that decreases the Per Share Amount, changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, imposes conditions to the Offer in addition to, modifying or supplementing those set forth in Annex A hereto or otherwise adversely affects the holders of the Shares. Purchaser may, without the consent of the Company, (i) extend the Offer from time to time for up to ten business days for each such extension, if at the then scheduled expiration date of the Offer any of the conditions of the Offer set forth in Annex A shall not be satisfied or waived, or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Purchaser shall provide a "subsequent offering period" (as contemplated by Rule 1 4d- 11 under the Exchange Act) of not less than three business days following its acceptance for payment of Shares in the Offer. If any of the conditions of the Offer set forth in Annex A is not satisfied or waived on any scheduled expiration date of the Offer, then, if requested by the Independent Directors Committee, Purchaser shall extend the Offer one or more times (the period of each such extension to be determined by Purchaser) for up to 30 days in the aggregate for all such extensions; provided, that at the time of such extension any such condition is reasonably capable of being satisfied; and provided, further, that the failure of such condition to be satisfied is not the result of a willful breach by the Company of any of its representations, warranties or covenants contained in this Agreement. Subject to the terms and conditions of this Agreementthe Offer, make an offer (the “Offer”) to purchase all Purchaser shall, and Parent shall cause Purchaser to, pay, as promptly as practicable after expiration of the outstanding Caza Offer, for all Shares (including any Caza Shares that are issued after the date of validly tendered in the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedwithdrawn.

The Offer. (a) The Offeror shallAs promptly as practicable after the date hereof, subject but in no event later than ten Business Days after the date hereof, Acquisition Sub shall commence an offer (the "OFFER") to the terms and conditions purchase for cash 14,392,003 Shares (which shall include, for purposes of this Agreement, make an offer (i) all Shares issuable in respect of exercisable, in-the-money Company Options which have been "conditionally exercised" by the “holder thereof for purposes of participating in the Offer”, and (ii) all Shares issued prior to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date expiration of the Offer and prior upon the conversion of any convertible securities or upon the exercise of any options or warrants) (such number of Shares, the "MAXIMUM NUMBER") at a price of $70.00 per Share, net to the Expiry Time on seller in cash (such price, as may hereafter be increased, the exercise or surrender of Caza Options or Caza Warrants"OFFER PRICE"), on the basis of 0.16 of an Offeror Share for each Caza Share. The obligation of Acquisition Sub to accept for payment any Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingAnnex I hereto. The term “Offer” shall include initial expiration date of the Offer as it may shall be amended, varied or extended in accordance with this Agreementthe twentieth Business Day following the commencement of the Offer (determined under Rule 14d-1(g)(3) promulgated under the 1934 Act). The Offeror and Caza shall cooperate in making on a timely basis Acquisition Sub expressly reserves the right to waive any filings with respect of the conditions to the Offer, including amendments thereafter as modify the terms of the Offer, and increase the Offer Price; PROVIDED that, without the consent of the Company, Acquisition Sub shall not (i) increase or reduce the Maximum Number, (ii) reduce the price per Share to be paid pursuant to the Offer, (iii) add to the conditions set forth in Annex I or modify any condition set forth in Annex I, (iv) change the form of consideration payable in the Offer, or (v) otherwise amend the Offer in any manner adverse to the holders of Shares. Acquisition Sub shall extend the Offer for any period required by Securities Laws any rule, regulation, interpretation or Laws. The Offer shall be prepared in position of the English language. Notwithstanding SEC or the foregoing, staff thereof applicable to the Offer may provide that the Offer is only being made in jurisdictions where permitted or any period required by applicable law. The Offeror If any of the conditions to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Acquisition Sub shall provide Caza, its counsel and its financial advisors with a draft copy extend the Offer from time to time until such conditions are satisfied or waived; PROVIDED that (i) each such extension of the Offer Documents shall be for a period of not more than ten Business Days, and (ii) Acquisition Sub shall not, without the prior to their finalization and mailing for their review and comment. Notwithstanding written consent of the foregoingCompany, extend the Offer may provide that beyond the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Termination Date. Subject to the Offeror. No fractional Offeror Shares will be issued. Any holder foregoing and upon the terms and subject to the conditions of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number Offer, Acquisition Sub shall accept for payment and pay for, as promptly as practicable after the expiration of Caza Shares. In calculating such fractional interestthe Offer, all Caza Shares held by a registered holder shall be aggregatedvalidly tendered and not withdrawn (including if no Shares are validly tendered and not withdrawn), but not in excess of the Maximum Number.

The Offer. Provided that this Agreement shall not have been terminated pursuant to Article 8 hereof and that no event shall have occurred and be continuing that, had the Tender Offer been commenced, would give rise to a right to terminate the Tender Offer pursuant to any of the conditions set forth in Exhibit 1.2-E, as promptly as reasonably practicable (a) The Offeror shallor by such other date as the Parties may mutually agree in writing), subject to but in no event later than 10 Business Days following the terms and conditions date of this Agreement, make an offer (Acquisition shall, and Parent shall cause Acquisition to, commence, within the “Offer”) meaning of the Exchange Act, the Tender Offer by offering to purchase all of the outstanding Caza Shares shares of Common Stock, subject to the Minimum Condition, for an amount in cash per share (including any Caza Shares that are issued after the “Tender Offer Price”) equal to 87% of the book value per share of Common Stock (“BVPS”), as of 5:00 P.M. New York City time on the date of the Offer and that is ten (10) Business Days prior to the Expiry Time expiration of the Tender Offer (the “Calculation Date”). BVPS shall be calculated by the Company, subject to the review and approval of the Special Committee, using the following data: (i) the market value of the Company’s agency securities and derivatives as of the Calculation Date, (ii) the appraised value of the Company’s non-agency securities as of the Calculation Date or the most recent prior date as of which such value can be determined, (iii) cash balances in the Company’s bank accounts as of the Calculation Date, (iv) the Company's repurchase agreement balances and interest payable to repurchase counterparties as of the Calculation Date, and (v) any other tangible assets or liabilities determined in accordance with generally accepted accounting principles, consistently applied ("GAAP"), including accruals, as of the Calculation Date, less $1.0 million to account for the Company's expenses related to the Transactions not included in the above-referenced accruals. B VPS shall be calculated as set forth on Schedule 1.2 and shall be certified by an authorized representative of the Company as true and accurate in all material respects. Estimates of BVPS shall be calculated as of 5:00 P.M., New York City time and posted to the Company’s website as soon as reasonably practicable on the exercise or surrender of Caza Options or Caza Warrantsdate that the Tender Offer is commenced and on every Business Day thereafter until the Calculation Date. Thereafter, through the Expiration Date (as defined below), the Tender Offer Price shall be posted on the basis of 0.16 of an Offeror Share for each Caza ShareCompany’s website. The Tender Offer shall be made by means of an offer to purchase that describes the terms and conditions of the Tender Offer in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer as promptly as practicable (the “Offer”but in no event later than ten (10) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued business days) after the date of this Agreement, Sub shall, and Parent shall cause 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. The obligations of Sub to, and of Parent to cause Sub to, commence the Offer and prior accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule Exhibit A hereto (the "Offer Conditions"). The initial expiration date of the Offer shall be midnight, New York City time, on the 20th business day following the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub expressly reserves the right to, 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 the Company (unless the Company takes any action contemplated by Section 5.02(b)), Sub shall not (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 Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner materially adverse to any holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner materially adverse to any holders of Company Common Stock. Notwithstanding anything in this Agreement to the contrary, Sub may, in its discretion, without consent of the Company, (A) without limiting Parent's or Sub's obligations under the following sentence, extend the Offer on one or more occasions for any period ending no later than the Termination Date, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not be satisfied, until such time as such conditions are satisfied or waived and (B) extend the Offer for any period ending no later than the Termination Date required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Parent and Sub agree that if not all of the Offer Conditions are satisfied or, in Sub's sole discretion, waived on any then-scheduled expiration date of the Offer, then, provided that all such other conditions as mutually agreed to are reasonably capable of being satisfied by the parties in writing. The term “Offer” Termination Date and subject to the rights of Parent under Article VIII, Sub shall, and Parent shall include cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) business days each, for an aggregate period of time ending no later than the Termination Date that Parent reasonably believes is necessary for such conditions to be satisfied, until such time as it such conditions are satisfied; provided, however, that Sub shall not be required to extend the Offer beyond the Termination Date. In any event, the Offer may not be terminated prior to its expiration date (as such expiration date may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.01(a)), unless this Agreement is validly terminated in accordance with Article VIII. The Offeror On the terms and Caza shall cooperate in making on a timely basis any filings with respect subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 1.01(d)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration date of the Offer (as it may provide that be extended and re-extended in accordance with this Section 1.01(a)). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is only being made referred to in jurisdictions where permitted by applicable lawthis Agreement as the "Offer Closing", and the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date". The Offeror shall provide CazaSub expressly reserves the right to, in its counsel sole discretion, extend the Offer for a "subsequent offering period" in accordance with Rule 14d-11 under the Exchange Act following the Offer Closing, and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing may, in Sub's sole discretion, provide for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders such a reservation of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedright.

The Offer. Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article 7 hereof and none of the events set forth in Annex I hereto (athe “Tender Offer Conditions”) The Offeror shallshall have occurred, the Purchaser shall (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) as promptly as practicable, an offer to purchase all outstanding Shares at the Offer Price, (B) in cooperation with Parent and after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO and a Transaction Statement on Schedule 13E-3 and all other necessary documents with the Securities and Exchange Commission (the “SEC”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) and (C) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of this Agreement, make an offer (Parent and the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Purchaser, on the basis one hand, and the Company, on the other hand, agrees promptly to 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 each of 0.16 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 stockholders of an Offeror Share for the Company, in each Caza Sharecase as and to the extent required by applicable federal securities laws. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall will be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy satisfaction of the Tender Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events set forth in ANNEX A hereto shall have occurred or be existing (unless such event shall have been waived by Acquiror Sub), Acquiror shall cause Acquiror Sub to commence, and Acquiror Sub shall commence, the Offer at the Per Share Amount as prompt as reasonably practicable after the date hereof, but in no event later than fifteen (15) days after the date hereof. The Offeror shallinitial expiration date for the Offer (the "INITIAL OFFER EXPIRATION DATE") shall be no longer than twenty (20) business days following the commencement of the Offer. The obligation of Acquiror Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITION") that at least the number of Shares that, subject when combined with the Shares, if any, already owned by Acquiror and its direct and indirect subsidiaries, constitute fifty-one percent (51%) of the "Voting Shares" shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A hereto and to the terms and conditions of this Agreement. "VOTING SHARES" means the then outstanding Shares, make an offer (the “Offer”) to purchase together with all of the then issued and outstanding Caza shares of Class A Preferred Stock, par value $.01 per share (the "Class A Preferred Stock") and all of the Shares issuable under Options (including any Caza Shares as defined in Section 2.07) that are issued after or may become exercisable between the date Tender Offer Acceptance Date (as defined below) and the Effective Time (as defined in Section 2.02) or under any other option, warrant, convertible security or right or other commitment or arrangement in effect on the Tender Offer Acceptance Date. Acquiror Sub expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer and prior Offer; provided, however, that (notwithstanding Section 8.03) no change may be made which (A) decreases the price per Share payable in the Offer, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only addition to the conditions those set forth in Schedule ANNEX A hereto and such other conditions as mutually agreed to by hereto, (D) amends or changes the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.terms

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof, Merger Sub shall, subject as promptly as practicable after the date hereof (and Merger Sub shall use commercially reasonable efforts to, within ten (10) business days after the date hereof), commence the Offer. Each Share accepted by Merger Sub pursuant to the terms and conditions Offer shall be exchanged for the right to receive a fraction of this Agreement, make an offer share of Parent Common Stock (the “Offer”"EXCHANGE RATIO") equal to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the 0.79. The initial expiration date of the Offer and prior to shall be the Expiry Time on twentieth business day following commencement of the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareOffer. The Offer shall be made 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 AgreementSection 1.1(a)) and not withdrawn a number of shares of Company Common Stock which, Securities Laws together with the shares of Company Common Stock then owned by Parent and applicable LawMerger 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 shall (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 subject only 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 Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include 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 amended, varied or extended in accordance with the requirements of this AgreementSection 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"). The Offeror and Caza shall cooperate 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 making on a timely basis any filings connection with respect to the exchange of Parent Common Stock for shares of Company Common Stock upon consummation of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared but in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that 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 Offeror Share will shares of Parent Common Stock that otherwise would be entitled received by such stockholder) in the Offer shall receive from Parent an amount of cash (rounded up to receive the nearest whole number of Caza Shares. In calculating such fractional cent), without interest, all Caza Shares held equal to the product obtained by a registered holder shall 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 aggregatedextended in accordance with the requirements of this Section 1.1(a)).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.1, as promptly as possible but in no event later than five (5) business days after the public announcement of the execution hereof by the parties, Parent and GP shall cause Acquisition to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer; and to cause Acquisition to use its best efforts to consummate the Offer, including, without limitation, engaging an information agent in connection therewith. Acquisition shall accept for payment issued and outstanding shares of common stock, $0.001 par value of the Company (individually a "Share" and collectively, the "Shares") together with the associated Rights 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 shall have been satisfied or waived by Acquisition. The Offeror shallobligation of Acquisition to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject to the condition that the number of Shares validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, GP, Acquisition or any of their affiliates, constitutes at least a majority of the then outstanding Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested stock options, and conversion of convertible securities or other rights to purchase or acquire Shares) at the expiration of the Offer (the "Minimum Stock Condition") and the other conditions set forth in Article 7. Acquisition expressly reserves the right to waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions of this Agreementthe Offer; provided, make an offer (however, that Parent, GP and Acquisition agree that no change may be made without the “Offer”) to purchase all written consent of the Company which decreases the Per Share Amount, 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 reduces the Minimum Stock Condition to below a majority of the then outstanding Caza Shares shares (including on a fully-diluted basis), which otherwise modifies or amends the conditions to the Offer or any Caza Shares other term of the Offer in a manner that are issued after is materially adverse to the holders of the Shares, which imposes conditions to the Offer in addition to those set forth in Article 7 or which extends the expiration date of the Offer beyond September 30, 1999 (except that Acquisition may extend the expiration date of the Offer beyond September 30, 1999 as required to comply with any rule, regulation or interpretation of the Securities and prior Exchange Commission or to provide the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only time necessary to satisfy the conditions set forth in Schedule A hereto Article 7). It is agreed that the conditions set forth in Article 7 are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of the circumstances giving rise to any such other conditions as mutually agreed condition (including any action or inaction by Acquisition) or may be waived by Acquisition, in whole or in part at any time and from time to by the parties time, in writingits sole discretion. The term “Offer” failure by Acquisition at any time to exercise any of the foregoing rights shall include the Offer as it not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be amended, varied or extended in accordance with this Agreementasserted at any time and from time to time. The Offeror and Caza Per Share Amount shall cooperate in making on a timely basis any filings with respect be paid net to the seller in cash, less any required withholding of taxes, upon the terms and subject to such conditions of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide Company agrees that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its subsidiaries will be aggregatedtendered in the Offer.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Article IX and none of the events or conditions set forth in Annex A hereto shall have occurred and be existing, subject to Purchaser shall commence (within the terms and conditions meaning of this AgreementRule 14d-2(a) of the Securities Exchange Act of 1934, make an offer as amended (the “OfferExchange Act”)) to purchase all of the outstanding Caza Shares Offer as promptly as reasonably practicable (including and in any Caza Shares that are issued event within five Business Days) after the date hereof. The obligation of Purchaser to commence the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto, and the obligation of Purchaser to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Annex A hereto and such to the further condition that a number of Shares representing not less than a majority of the Shares then outstanding on a fully diluted basis shall have been validly tendered and not withdrawn prior to the expiration date of the Offer (the “Minimum Condition” and together with the other conditions as mutually agreed set forth in Annex A, collectively, the “Offer Conditions”). For purposes of this Agreement, “fully diluted basis” means issued and outstanding Shares and Shares subject to issuance assuming the exercise of all options, warrants, rights and convertible securities outstanding at the time of acceptance for payment of the Shares in the Offer. Purchaser expressly reserves the right to waive any Offer Condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer; provided, that unless previously approved by the parties Company in writing, no change in the Offer may be made which (i) decreases the Per Share Amount payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares sought to be purchased in the Offer or the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which modifies the conditions set forth in Annex A (other than to waive any such condition to the extent permitted by the Merger Agreement), or (v) amends any other term of the Offer in a manner adverse to the holders of the Shares. The term “Subject to the terms of the Offer and this Agreement and to the prior satisfaction or waiver by Parent or Purchaser of each of the Offer Conditions as of any expiration date of the Offer” , Purchaser shall, and Parent shall include cause Purchaser to, pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to soon as practicable after the expiration of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall initially be prepared in open for a period of twenty (20) consecutive Business Days and shall initially be scheduled to expire at 12:00 midnight, Eastern time, immediately following the English languagetwentieth Business Day of such period (the “Initial Expiration Time”). Notwithstanding the foregoing, (i) Purchaser may, in its sole discretion and without the consent of the Company, (x) extend the Offer may provide that for one or more periods if, at the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaInitial Expiration Time or subsequent expiration time related to an extension of the Offer, its counsel and its financial advisors with a draft copy any of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding Conditions shall not have been satisfied or waived; provided that no such extension or extensions shall occur after the foregoing, Termination Date; (y) extend the Offer may provide that for any period required by any rule, regulation, interpretation or provision of the SEC or the staff thereof applicable to the Offer, and/or (z) extend the Offer is only being made in jurisdictions where permitted and that for an aggregate period of not more than 10 Business Days beyond the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled permitted (but not after the Termination Date) under clause (x) or (y) of this sentence if there shall not have been tendered and not withdrawn pursuant to the Offer at least 90% of the outstanding Shares or if there has been a fractional Offeror Share will commencement of a war or other international or national calamity (including terrorist activity) directly involving the United States and (ii) if, as of the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, any of the events set forth in clauses (a), (b) or (d) of Annex A shall have occurred and be entitled continuing (a nd the condition in Annex A with respect to receive the nearest whole number applicable clause shall not have been waived by Purchaser) then, subject to the right of Caza SharesParent and Purchaser to terminate this Agreement in accordance with its terms, Purchaser shall be required to extend the Offer unless such conditions could not reasonably be expected to be waived or satisfied by the Termination Date. In calculating addition, Purchaser may (and, if the Company so requests, Purchaser shall, and Parent shall cause Purchaser to) provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act, and, if applicable and to the extent permitted under such fractional interestRule 14d-11, all Caza Shares held by a registered holder shall be aggregatedextend such subsequent offering period.

The Offer. Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Article 7 hereof and none of the events set forth in Annex I hereto (athe "Tender Offer Conditions") The Offeror shallshall have occurred, Parent shall cause the Purchaser to (A) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act")) as promptly as practicable (and in any event within five business days after the date of this Agreement), an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO and all other necessary documents with the Securities and Exchange Commission (the "SEC"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the "Offer Documents") and (C) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Each of this Agreement, make an offer (Parent and the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Purchaser, on the basis one hand, and the Company, on the other hand, agrees promptly to 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 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 0.16 of an Offeror Share for the Company, in each Caza Sharecase as and to the extent required by applicable federal securities laws. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall will be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy satisfaction of the Tender Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedConditions.

The Offer. (a) The Offeror shall, subject to the terms Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and conditions of this Agreement, make an offer (the “Offer”) to purchase all none of the outstanding Caza Shares events set forth in Annex A hereto shall have occurred and be continuing, no later than five (including any Caza Shares that are issued 5) business days after the date of exercise by the Company of the Tender Option (as defined in Section 10.01(d)), Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Exchange Act), a tender offer (the "Offer") to acquire all of the issued and outstanding shares of Company Common Stock, together with the associated Company Rights, for $26.00 per share (such amount, or any greater amount per share paid pursuant to the Offer, the "Per Share Amount") net to the seller in cash. The obligation of Sub to consummate the Offer once it is commenced and prior to accept for payment and to pay for shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and hereto. Sub expressly reserves the right to waive any such condition (other conditions than the Minimum Condition (as mutually agreed to by defined in Annex A hereto) or the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect condition relating to the Offerexpiration of the HSR Act), including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared to increase the Per Share Amount and to make any other changes in the English languageterms and conditions of the Offer. Notwithstanding the foregoing, no change may be made which (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Company Common Stock sought to be purchased in the Offer, (iv) imposes conditions to the Offer may provide that in addition to those set forth in Annex A hereto, (v) extends the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration date of the Offer Documents prior or (vi) otherwise alters or amends any term of the Offer in any manner adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoingholders of shares of Company Common Stock; provided, however, that subject to the right of the parties to terminate this Agreement pursuant to Section 9.01, the Offer may provide that be extended (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (2) for one or more periods of not more than five (5) business days each, but in no event for more than a total of twenty (20) business days if, following the satisfaction or waiver of each of the conditions set forth in Annex A hereto, less than 90% of the Company Common Stock has been validly tendered and not properly withdrawn pursuant to the Offer; provided, that, the closing of the Offer shall occur on or before December 24, 1996 if all conditions set forth in Annex A hereto have been satisfied or waived prior to such date. Parent and Sub agree that, in the event Sub is only being made in jurisdictions where permitted and that unable to consummate the Offeror Shares shall only be distributed Offer on or prior to holders the expiration date of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing Offer due to the failure of any prospectuscondition set forth in Annex A hereto to be satisfied, registration statement Parent shall cause Sub to, and Sub shall extend the Offer until the earlier of (i) February 28, 1997 or similar document by (ii) such time as such condition is satisfied or waived; provided, that, the Offeror, result Sub shall be permitted but shall not be obligated to extend the Offer if either (x) the Company is in the imposition of any reporting obligations on the Offeror in such jurisdiction or result breach in any material cost respect of its covenants, agreements, representations or warranties contained in this Agreement (without reference to any materiality qualifications contained herein) or (y) there is a reasonable likelihood that one or more of the conditions set forth in Annex A hereto cannot be satisfied on or before February 28, 1997. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the Offeror. No fractional Offeror Shares will be issued. Any holder foregoing right to extend the Offer, Sub shall pay for shares of Caza Shares that would otherwise be entitled Company Common Stock tendered pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer as soon as practicable after expiration date thereof.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable but in no event later than ten business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawMerger Sub shall, and Parent and U.S. Parent shall be cause Merger Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligations of Merger Sub to, and of Parent and U.S. Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. Exhibit A. The term “Offer” shall include initial expiration date of the Offer shall be midnight New York City time on the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as it may be amendedamended (together with the rules and regulations promulgated thereunder, varied the “Exchange Act”)). Merger Sub expressly reserves the right, in its sole discretion, to waive, in whole or extended in accordance with this Agreement. The Offeror and Caza part, any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A), add to the conditions set forth in Exhibit A or Laws. The Offer shall be prepared modify any condition set forth in Exhibit A in any manner adverse to the holders of the Company Common Stock, (iv) except as otherwise provided in this Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the English languageOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, in its sole discretion, without the consent of the Company, extend the Offer may provide that for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is only being made not satisfied, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, extend the Offer for one or more consecutive increments of not more than five business days each (or for such longer period as may be agreed by the Company); provided, however, that Merger Sub shall not be required to, and Parent and U.S. Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. In addition, Merger Sub may and, if requested by the Company, Merger Sub shall, make available one or more “subsequent offering periods”, in jurisdictions where permitted by applicable lawaccordance with Rule 14d-11 of the Exchange Act, of not less than ten business days. The Offeror shall provide Caza, its counsel On the terms and its financial advisors with a draft copy subject to the conditions of the Offer Documents prior and this Agreement, Merger Sub shall, and Parent and U.S. Parent shall cause Merger Sub to, pay for (subject to their finalization any withholding of Tax pursuant to Section 2.02(h)) all shares of Company Common Stock validly tendered and mailing for their review and comment. Notwithstanding the foregoing, not withdrawn pursuant to the Offer may provide that Merger Sub becomes obligated to purchase pursuant to the Offer is only being made in jurisdictions where permitted and that as soon as practicable after the Offeror Shares shall only be distributed to holders expiration of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) Agreement and provided that this Agreement shall not have been terminated in accordance with its terms pursuant to purchase all Article VI hereof and none of the outstanding Caza Shares events set forth in paragraphs (including any Caza Shares that are issued a) through (f) of Exhibit A hereto shall have occurred or be existing, as promptly as reasonably practicable, but in no event later than six business days after the date of the public announcement of this Agreement Merger Sub shall, and Parent shall cause Merger Sub to, commence the Offer within the meaning of the applicable rules and prior regulations of the Securities and Exchange Commission (the "SEC"). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. Exhibit A. The term “Offer” shall include initial expiration date of the Offer as it may shall be amendedthe 20th business day following the commencement of the Offer. Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza except that, without the prior written consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) change or waive the Minimum Tender Condition (as required by Securities Laws defined in Exhibit A), add to the conditions set forth in Exhibit A or Laws. The Offer shall be prepared modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) except as provided below in this Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the English languageOffer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may (but shall not be obligated to), without the consent of the Company, (A) extend the Offer may provide for one or more periods of time (which, without the written consent of the Company, shall not exceed ten days per extension) that Merger Sub reasonably believes are necessary to cause the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy conditions of the Offer Documents set forth herein to be satisfied, if at the scheduled expiration date of the Offer any of the conditions to Merger Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or (C) extend the Offer on one or more occasions for an aggregate period of not more than ten business days if the Minimum Tender Condition has been satisfied but fewer than 90% of the shares of the Company Common Stock have been validly tendered and not withdrawn. Parent and Merger Sub agree that if all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer, then Merger Sub shall from time to time and on each such occurrence extend the Offer for a period of time (which, without the written consent of the Company, shall not exceed ten days per extension) that Merger Sub reasonably believes is necessary to cause the conditions of the Offer set forth herein to be satisfied until such conditions are satisfied or waived, provided that, so long as Parent and Merger Sub shall have complied with their obligations under this Agreement, Merger Sub shall not be required to extend the Offer beyond the Drop Dead Date (as defined in Section 6.01(b)). Merger Sub may, with the written consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), following its acceptance for payment of shares of Company Common Stock in the Offer. Parent and Merger Sub agree that if the transaction contemplated by Section 4.16 with respect to the Company's San Diego facility has not been consummated on or prior to their finalization and mailing for their review and comment. Notwithstanding any scheduled expiration date of the foregoingOffer, then Merger Sub shall extend the Offer may provide for seven calendar days; provided that Merger Sub shall have no obligation to so extend the Offer is only being made in jurisdictions where permitted more than once. On the terms and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost subject to the Offeror. No fractional Offeror Shares will be issued. Any holder conditions of Caza Shares the Offer and this Agreement, promptly after expiration of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and purchase all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that would otherwise be entitled Merger Sub is permitted to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedaccept and pay for under applicable law.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 9.01 and nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in Annex A hereto, subject to not later than five business days after the terms and conditions public announcement of the execution of this Agreement, make an Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) a cash tender offer (the “"Offer”") to purchase acquire all of the issued and outstanding Caza Shares shares of Company Common Stock for $11.00 per share (including such amount, or any Caza Shares greater amount per share paid pursuant to the Offer, the "Per Share Amount"), net to the seller in cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign tax laws and regulations. The obligation of Sub to consummate the Offer and to accept for payment and to pay for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that are issued after there shall have been validly tendered and not withdrawn, in accordance with the date terms of the Offer and prior to the Expiry Time expiration date of the Offer, a number of shares of Company Common Stock that represents (together with any shares of Common Stock purchased by Sub under the Stock Option Agreement) at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis (the exercise or surrender of Caza Options or Caza Warrants"Minimum Condition"), on and (ii) the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the other conditions set forth in Schedule Annex A hereto (together with the Minimum Condition, the "Offer Conditions"). Sub expressly reserves the right to waive the Minimum Condition or any of the other Offer Conditions and such to make any other changes in the terms and conditions as mutually agreed to by the parties in writing. The term “Offer” shall include of the Offer (other than extending the Offer except as it expressly provided below in this Section 1.01(a)); provided, however, that, without the prior written consent of the Company, no change may be amended, varied made which (i) decreases the Per Share Amount or extended the number of shares of Company Common Stock sought in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter (ii) changes the form of consideration to be paid in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) amends any Offer Condition, (v) except as provided below, extends the Offer or (vi) is materially adverse to the holders of shares of Company Common Stock. Notwithstanding anything to the contrary in this Agreement, (i) Sub may, in its sole discretion and without the consent of the Company, (A) extend the Offer, at any time up to the Outside Termination Date, for one or more periods of not more than ten business days each, if, at the then scheduled expiration date of the Offer, any Offer Condition has not been satisfied; (B) extend the Offer at any time (but on not more than one occasion) for a period of not more than 10 business days, if at that time the number of shares of Company Common Stock duly tendered pursuant to the Offer and not subsequently withdrawn represents less than 90% of the shares of Company Common Stock then outstanding; or (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities Laws and Exchange Commission ("SEC") or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, staff thereof applicable to the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy (ii) if at any scheduled expiration date of the Offer Documents prior to their finalization any Offer Condition has not been satisfied or waived by Sub, at the written request of the Company delivered no later than the scheduled expiration date of the Offer, Sub shall, and mailing for their review and comment. Notwithstanding the foregoingshall continue to, extend the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed from time to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement time for one or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.more

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this ---------- Agreement, as promptly as practicable but in no event later than five business days after the date of this Agreement, make an offer Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “Offer”) "SEC"). The obligation of Sub to, --- and of Parent to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of cause Sub to, commence the Offer and prior accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions (any of which may be waived by Sub in its sole discretion, provided that, without the consent of the Company, Sub may not, except as mutually agreed to by provided below, waive the parties Minimum Tender Condition (as defined in writingExhibit A)). The term “Offer” shall include initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14d-1(e)(6) of the SEC). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not, except as it may be amendedprovided in the next sentence, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect (i) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter as required by Securities Laws (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) modify or Laws. The Offer shall be prepared add to the conditions set forth in Exhibit A, (iv) extend the Offer, (v) change the form of consideration payable in the English languageOffer or (vi) otherwise amend the Offer in any manner materially adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy (i) extend the Offer, if at the scheduled expiration date of the Offer Documents prior any of the conditions to their finalization and mailing for their review and comment. Notwithstanding the foregoingSub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer may provide that for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (iii) extend the Offer is only being made in jurisdictions where permitted and that for any reason for a period of not more than 10 business days beyond the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled permitted under clause (i) or (ii) of this sentence (a "Parent ------ Extension Period"); provided that if Sub shall extend the Offer pursuant to a fractional Offeror Share will be entitled ---------------- this clause (iii), it shall waive during any Parent Extension Period all conditions of the Offer set forth in Exhibit A other than the Minimum Tender Condition and the conditions set forth in paragraphs (d) and (g) in Exhibit A; and (iv) if the option granted pursuant to receive Section 4 of the nearest whole Company Stockholder Agreement is then exercisable, reduce the number of Caza Sharesshares of Company Common Stock necessary to satisfy the Minimum Tender Condition (as defined in Exhibit A) to that number of shares which, together with the shares of Company Common Stock that may be purchased by Parent upon exercise of the option granted pursuant to Section 4 of the Company Stockholder Agreement, would represent at least a majority of the Fully Diluted Shares (as defined in Exhibit A). In calculating If any of the conditions of the Offer set forth in Exhibit A (other than the Minimum Tender Condition) is not satisfied on any scheduled expiration date of the Offer, then, if requested by the Company, Sub shall extend the Offer one or more times (the period of each such fractional interestextension to be determined by Sub) for up to 30 days in the aggregate for all such extensions, provided that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received a Company Takeover Proposal (as defined in Section 5.02(a)). 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 Caza Shares held by a registered holder shall be aggregatedshares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror shallIf the Merger Agreement has not been terminated and Audentes is prepared to file with the SEC, and to disseminate to holders of Audentes shares, the Schedule 14D-9 on the same date as Purchaser commences the Offer, Purchaser has agreed to commence the Offer as promptly as practicable, and in no event later than December 16, 2019. Purchaser’s obligation to, and Astellas’ obligation to cause Purchaser to, accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Offer Conditions that are described below. On the terms and subject to the conditions and the Merger Agreement, Purchaser will, and Astellas will cause Purchaser to, accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer pursuant to the Offer promptly on or after the Expiration Date, and, in any event, no more than three business days after the expiration of the Offer. Astellas and Purchaser expressly reserve the right to waive any of the Offer Conditions other than the Minimum Condition, to increase the Offer Price or to make any other changes in the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all Offer not inconsistent with the terms of the outstanding Caza Merger Agreement; provided that, unless otherwise provided in the Merger Agreement or previously approved by Audentes in writing, Astellas and Purchaser will not: • decrease the Offer Price or change the form of consideration payable in the Offer; • decrease the maximum number of Shares (including subject to or sought to be purchased in the Offer; • impose conditions on the Offer in addition to the Offer Conditions or amend, modify or supplement any Caza Shares that are issued after condition in a manner adverse to Audentes stockholders; • waive, modify or amend the date Minimum Condition; • amend any other term of the Offer and prior in a manner that is materially adverse to Audentes’ stockholders; or • extend or otherwise change the Expiry Time on the exercise Expiration Date except as required or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to permitted by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy terms of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedMerger Agreement as described below.

The Offer. (a) The Offeror shallAs promptly as reasonably practicable, subject to and in any event no later than ten (10) Business Days of the terms and conditions date of this Agreement, make Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) an offer (the “Offer”) to purchase all outstanding shares of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Company Common Stock at the Offer Price. The obligations of Merger Sub, and prior of Parent to cause Merger Sub, to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the satisfaction or waiver by Merger Sub of the conditions set forth in Schedule Annex A hereto (the “Offer Conditions”). Merger Sub expressly reserves the right, in its sole discretion, to waive any Offer Condition in whole or in part, at any time or from time to time, or to modify the terms or conditions of the Offer, except that, without the written consent of the Company, Merger Sub shall not, and such other conditions as mutually agreed to by the parties in writing. The term “Offer” Parent shall include not permit Merger Sub to, (i) reduce the Offer as it may be amendedPrice, varied or extended (ii) change the form of consideration payable in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect the Offer, (iii) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (iv) waive or change the Minimum Condition or the Termination Condition (each as required by Securities Laws or Laws. The Offer shall be prepared defined in the English language. Notwithstanding the foregoingAnnex A), (v) add to the Offer may provide that Conditions, (vi) terminate, or extend or otherwise amend or modify the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoingexcept as required or permitted by Section 1.1(b) or (vii) amend, modify or supplement any Offer Condition or any term of the Offer may provide set forth in this Agreement in a manner (other than in an immaterial manner) adverse to the holders of Company Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be tendered in the Offer; provided, that the Offer is only being made in jurisdictions where Company shall be permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement tender Company Common Stock held or similar document beneficially owned by the Offeror, result Company pursuant to or in the imposition respect of any reporting a Company Plan or a trust that relates to obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany Plan.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as promptly as practicable but in any event within ten business days after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (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 (assuming the exercise of all Options (as defined in Section 5.2(d)) that are then exercisable and any other rights to acquire shares of Common Stock on the date of purchase (a "Fully Diluted Basis"), of the outstanding shares of Common Stock at a price of $3.00 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 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 Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The Offeror shallobligation 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. Subject to the provisions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued Offer shall expire 20 business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)its commencement, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made unless this Agreement is terminated in accordance with this AgreementArticle 10, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include which case the Offer as it may be amended, varied (whether or not previously extended in accordance with this Agreement. The Offeror and Caza the terms hereof) shall cooperate in making expire on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy such date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedtermination.

The Offer. The Merger Agreement provides that the Purchaser will commence the Offer as promptly as practicable (aand in any event within 10 business days) The Offeror shallafter the execution of the Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 14—“Conditions of the Offer,” the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn in the Offer as promptly as practicable after the Purchaser is legally entitled to do so. Cytyc and the Purchaser expressly reserved the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreementthe Offer, make an offer except that without Adeza’s prior written approval the Purchaser is not permitted to (i) decrease the “Offer Price, (ii) change the form of consideration payable in the Offer”, (iii) reduce the maximum number of Shares to purchase all be purchased in the Offer, (iv) impose conditions or requirements to the Offer that are different than or in addition to the conditions and requirements described in Section 14—“Conditions of the outstanding Caza Shares Offer,” (v) amend or waive the Minimum Condition, (vi) amend any of the conditions or requirements to the Offer described in Section 14—“Conditions of the Offer,” or (vii) extend the expiration of the Offer in a manner other than as required by the Merger Agreement. The Merger Agreement provides that the Offer Price will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any Caza Shares that are issued after the date dividend or distribution of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrantssecurities convertible into Shares), on the basis cash dividend, reorganization, recapitalization, reclassification, combination, exchange of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such shares or other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings like change with respect to the Shares occurring prior to the Expiration Date. The Merger Agreement provides that the Purchaser will extend the Offer: • to the extent required by applicable laws, rules or regulations of the SEC or the NASDAQ Global Select Market; • for one or more periods of 10 business days each, or any lesser period ending on May 16, 2007, if at the Expiration Date any of the conditions to the Offer have not been satisfied; and • for one or more periods of 10 business days each, or any lesser period ending on June 15, 2007, if at the Expiration Date the HSR Condition and/or the Governmental Approval Condition have not been satisfied. After acceptance for payment of Shares in the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared if Cytyc, the Purchaser and their subsidiaries and affiliates do not hold, in the English language. Notwithstanding aggregate, at least 90% of the foregoingissued and outstanding Shares so as to permit the Purchaser to complete the Short-Form Merger, then the Offer Purchaser may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaa Subsequent Offering Period and, its counsel and its financial advisors with a draft copy if more than 80% of the Offer Documents prior to their finalization issued and mailing for their review outstanding Shares have been validly tendered and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made not withdrawn in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.the

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Article 8 and none of the events set forth in ANNEX A hereto shall have occurred and be continuing, Parent shall cause Purchaser to, as promptly as practicable, and, in any event, within ten (10) Business Days of the date hereof, commence (within the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) the Offer to purchase any and all outstanding Shares, at a price per Share equal to the Offer Price, net to the seller in cash, without interest, subject to reduction for any applicable withholding taxes and, if such payment is to be made other than to the registered holder, any applicable stock transfer or other similar taxes payable by such holder. The Offer will be made pursuant to an offer to purchase and related letter of transmittal containing the terms and conditions of set forth in this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the Agreement and ANNEX A hereto. The initial expiration date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made the twentieth Business Day from and after the date the Offer is commenced as determined in accordance with this AgreementRule 14d-2(a) under the Exchange Act (the "INITIAL EXPIRATION DATE"). The obligation of Purchaser to accept for payment, Securities Laws purchase and applicable Law, pay for any Shares validly tendered pursuant to the Offer and not withdrawn shall be subject only to the satisfaction of (i) the condition that at least a majority of the shares of Company Common Stock outstanding on a fully-diluted basis assuming the exercise of all options, warrants, rights and convertible securities outstanding on the date the Offer expires (taking into account any shares of Company Common Stock owned by Parent or Purchaser or any affiliate of Parent or Purchaser on the date such Shares are purchased pursuant to the Offer) have been validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION") and (ii) the other conditions set forth in Schedule ANNEX A hereto and such other hereto; provided, however, that Purchaser expressly reserves the right to waive any of the conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror (other than the Minimum Condition) and Caza shall cooperate in making on a timely basis to make any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared change in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy terms or conditions of the Offer Documents prior (other than the Minimum Condition) in its sole discretion, subject to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedSection 1.01(b).

The Offer. (a) The Offeror shall, subject to the terms and conditions of Provided that this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer Agreement shall be made not have been terminated in accordance with this Agreement, Securities Laws Article VII and applicable Law, none of the events or conditions set forth in Annex A (other than clause (e) of Annex A) shall have occurred and be existing and shall be subject only to not have been waived in writing by Parent or Merger Sub (the conditions set forth in Schedule A hereto Annex A, the "Tender Offer Conditions"), Merger Sub shall, and such other conditions Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as mutually agreed to by amended (together with its rules and regulations, the parties "Exchange Act")) the Offer, as promptly as reasonably practicable after the date of this Agreement and in writing. The term “Offer” shall include any event within 15 Business Days after the Offer as it may be amended, varied or extended in accordance with date of this Agreement. The Offeror and Caza Without the prior written consent of the Company, Merger Sub shall cooperate not (i) decrease the Offer Price or change the form of consideration payable in making on a timely basis any filings with respect to the Offer, including amendments thereafter (ii) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (iii) impose conditions to the Offer in addition to the Tender Offer Conditions or amend any condition in a manner that is adverse to the holders of Company Common Stock, (iv) waive or amend the Minimum Condition (v) extend the Expiration Date (as defined below) except as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazathis Section 1.1, its counsel and its financial advisors with a draft copy or (vi) make any other change to the terms of the Offer Documents prior in a manner that is materially adverse to their finalization and mailing for their review and comment. Notwithstanding the foregoing, holders of Company Common Stock; provided that Merger Sub expressly reserves the right to increase the Offer may provide Price and to waive any of the Tender Offer Conditions other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer is only being made except for Company Common Stock held in jurisdictions where permitted and that respect of the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany's Supplemental Retirement Savings Plan.

The Offer. (a) The Offeror Subject to the conditions set forth on Exhibit 1, Merger Sub shall, subject to as promptly as practicable and in no event later than ten (10) Business Days after the terms and conditions date hereof, commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended (the “OfferExchange Act”)) a tender offer to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date shares of Common Stock, par value $0.01 per share of the Offer Company, including, if any, the associated preferred stock purchase rights (the “Rights,” and prior together with the shares of the Company’s Common Stock, the “Shares”) issued pursuant to the Expiry Time on Rights Agreement, dated as of September 13, 1999, between the exercise or surrender Company and the Bank of Caza Options or Caza WarrantsNew York (the “Rights Agreement”), on at a price of $95.50 per Share in cash, net to the basis seller but subject to any required withholding of 0.16 of an Offeror Share for each Caza Share. The Offer shall Taxes (such tender offer and price as they may from time to time be made amended in accordance with this Agreement, Securities Laws the “Offer,” and applicable Lawthe “Offer Price,” respectively). The obligations of Merger Sub to, and shall be of Parent to cause Merger Sub to, commence the Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingExhibit 1. The term initial expiration date of the Offer shall be the later of (x) midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) and (y) January 2, 2008 (the initial “OfferExpiration Date” shall include and any expiration time and date established pursuant to an extension of the Offer as it may be amendedso extended, varied also an “Expiration Date”). Merger Sub expressly reserves the right (x) if the Minimum Tender Condition (as defined in Exhibit 1) has not been satisfied or extended in accordance with this Agreement. The Offeror if a Change of Recommendation has been made, to increase the Offer Price and Caza (y) to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of Shares subject to the Offer, including amendments thereafter (ii) reduce the Offer Price, (iii) modify, amend or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit 1 or modify or amend any condition set forth in Exhibit 1 in any manner adverse to the holders of Shares, (v) except as otherwise provided in this Section 1.1(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) except as may be required by Securities Laws any Governmental Entity, modify or Lawsamend the terms of the Offer in any manner adverse to the holders of the Shares. The Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or withdraw the Offer shall be prepared other than in connection with the English languagetermination of this Agreement in accordance with Section 8.1 hereof. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (i) extend the Offer may provide that for one or more consecutive increments of not more than ten Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub’s obligation to purchase Shares are not satisfied or waived, (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer or (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11 (any extension pursuant to this sentence being a “Parent Extension”). In addition, (x) if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is only being made not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten Business Days each until the earlier of the termination of this Agreement in jurisdictions where permitted by applicable law. The Offeror accordance with its terms and May 23, 2008 (the “Outside Date”) and (y) at any time prior to the initial Expiration Date, Merger Sub shall provide Cazaand Parent shall cause Merger Sub to, its counsel and its financial advisors with a draft copy extend the Offer at the request of the Company one time for ten Business Days if the Company has received an Acquisition Proposal prior to the initial Expiration Date that has not been withdrawn as of the date of the request for the extension of the Offer Documents by the Company; provided, that nothing in clause (y) shall relieve the Company of any of its obligations under this Agreement, including Section 6.2; provided, further, that no request by the Company to Parent and Merger Sub to extend the Offer pursuant to this sentence, in and of itself, shall be considered a violation of Section 6.2. In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to their finalization the commencement of such subsequent offering period, Parent and mailing for their review Merger Sub, directly or indirectly, own more than 90% of the outstanding Shares. On the terms and comment. Notwithstanding subject to the foregoing, conditions of the Offer may provide that and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to the Offer is only being made that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer, and, in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed any event, in compliance with applicable securities laws Rule 14e-1 under the Exchange Act (the date of such jurisdiction acceptance for payment for Shares validly tendered and provided such distribution does not require withdrawn pursuant to the filing Offer, the “Purchase Date”). Without the prior written consent of the Company, Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or pay for any prospectus, registration statement or similar document by the Offeror, result Shares in the imposition of any reporting obligations on Offer if, as a result, Merger Sub would acquire less than the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatednecessary to satisfy the Minimum Tender Condition.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer Merger Sub shall, and Parent shall cause Merger Sub to, use commercially reasonable efforts to commence within three (3) Business Days (and in any event Merger Sub shall, and Parent shall cause Merger Sub to, commence within ten (10) Business Days), the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “OfferSEC”) ). The obligations of Merger Sub to, and of Parent to purchase all cause Merger Sub to, accept for payment, and pay for, any shares of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Company Common Stock tendered pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A Exhibit C as such conditions may be modified in accordance with the express terms of this Agreement. The initial expiration date of the Offer shall be midnight (New York City time) on the twentieth (20th) business day following commencement of the Offer (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)). Merger Sub expressly reserves the right in its sole discretion to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Merger Sub shall not (i) reduce the number of shares of the Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit C or modify any condition set forth in Exhibit C in any manner adverse to the holders of the Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of the Company Common Stock. The parties hereto agree to cooperate in good faith to modify the terms of the Offer as and such other conditions as mutually agreed to if required by the parties in writingSEC. The term “Offer” Notwithstanding any provision of this Agreement to the contrary, Merger Sub shall include extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer); provided, however, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with its terms, if at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for one (1) or more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may be agreed by the Company); provided, however, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Outside Date. Upon the mutual written consent of the parties hereto, each in its sole discretion, Merger Sub shall extend the Offer on one or more occasions for an aggregate period of not more than ten (10) Business Days each to the extent that, on such expiration date, all conditions to the Offer are satisfied but the shares of Company Common Stock that have been validly tendered and not validly withdrawn pursuant to the Offer, considered together with all other shares of Company Common Stock owned by Parent and its subsidiaries, shall constitute less than ninety percent (90%) of the outstanding shares of Company Common Stock. If all of the conditions set forth in Exhibit C are satisfied but the number of shares of the Company Common Stock that have been validly tendered and not withdrawn in the Offer and accepted for payment, together with any shares of the Company Common Stock then owned by Parent or Merger Sub, is less than ninety percent (90%) of the outstanding shares of the Company Common Stock, Merger Sub may in its sole discretion make available one (1) or more “subsequent offering periods”, in accordance with Rule 14d-11 of the Exchange Act, of not less than ten (10) Business Days and not more than twenty (20) Business Days in the aggregate for all subsequent offering periods. On the terms and subject to the conditions of the Offer and 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 2.02(h)) all shares of the Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer (as it may be amended, varied or extended and re-extended in accordance with this AgreementSection 1.01(a)). The Offeror and Caza Nothing contained in this Section 1.01(a) shall cooperate affect any termination rights in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedArticle VIII.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 9.1, as promptly as possible but in no event later than five (5) business days after the public announcement of the execution hereof by the parties, Parent and GP shall cause Acquisition to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer; and to cause Acquisition to use its best efforts to consummate the Offer, including, without limitation, engaging an information agent in connection therewith. Acquisition shall accept for payment issued and outstanding shares of common stock, $0.001 par value of the Company (individually a "Share" and collectively, the "Shares") together with the associated Rights 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 shall have been satisfied or waived by Acquisition. The Offeror shallobligation of Acquisition to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject to the condition that the number of Shares validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, GP, Acquisition or any of their affiliates, constitutes at least a majority of the then outstanding Shares on a fully-diluted basis (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested stock options, and conversion of convertible securities or other rights to purchase or acquire Shares) at the expiration of the Offer (the "Minimum Stock Condition") and the other conditions set forth in Article 7. Acquisition expressly reserves the right to waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions of this Agreementthe Offer; provided, make an offer (however, that Parent, GP and Acquisition agree that no change may be made without the “Offer”) to purchase all written consent of the Company which decreases the Per Share Amount, 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 reduces the Minimum Stock Condition to below a majority of the then outstanding Caza Shares shares (including on a fully-diluted basis), which otherwise modifies or amends the conditions to the Offer or any Caza Shares other term of the Offer in a manner that are issued after is materially adverse to the holders of the Shares, which 7 imposes conditions to the Offer in addition to those set forth in Article 7 or which extends the expiration date of the Offer beyond September 30, 1999 (except that Acquisition may extend the expiration date of the Offer beyond September 30, 1999 as required to comply with any rule, regulation or interpretation of the Securities and prior Exchange Commission or to provide the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only time necessary to satisfy the conditions set forth in Schedule A hereto Article 7). It is agreed that the conditions set forth in Article 7 are for the sole benefit of Acquisition and may be asserted by Acquisition regardless of the circumstances giving rise to any such other conditions as mutually agreed condition (including any action or inaction by Acquisition) or may be waived by Acquisition, in whole or in part at any time and from time to by the parties time, in writingits sole discretion. The term “Offer” failure by Acquisition at any time to exercise any of the foregoing rights shall include the Offer as it not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be amended, varied or extended in accordance with this Agreementasserted at any time and from time to time. The Offeror and Caza Per Share Amount shall cooperate in making on a timely basis any filings with respect be paid net to the seller in cash, less any required withholding of taxes, upon the terms and subject to such conditions of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide Company agrees that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company or any of its subsidiaries will be aggregatedtendered in the Offer.

The Offer. (a) The Offeror shallAs promptly as practicable after the public announcement of the execution hereof, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of the Company ("Company Common Stock") (including the related rights (the "Company Rights") to purchase the Company's Series A Junior Participating Preferred Stock, par value $.01 per share ("Company Junior Preferred Stock"), pursuant to the Rights Agreement, dated as of January 1, 1996 (as amended, the "Company Rights Plan"), between the Company and Chicago Trust Company of New York, as rights agent), at a price of $13.75 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to the terms conditions set forth in Annex A hereto. The date on which the Offer commences (within the meaning of Rule 14d-2 under the Exchange Act) shall hereinafter be referred to as the "Offer Date." The obligations of Purchaser to commence the Offer and conditions of this Agreement, make an offer (to accept for payment and to pay for any Shares validly tendered on or prior to the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date expiration of the Offer and not withdrawn shall be subject only to there being validly tendered and not withdrawn immediately prior to the Expiry Time expiration of the Offer that number of Shares that represents at least a majority of the outstanding shares of Company Common Stock on a fully-diluted basis (including without limitation all shares issuable upon the conversion of any convertible securities or upon exercise of any options, warrants or surrender of Caza Options or Caza Warrants), on other rights) (the basis of 0.16 of an Offeror Share for each Caza Share"Minimum Condition") and to the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in accordance with this Agreement, Securities Laws Agreement and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and hereto. Purchaser expressly reserves the right to waive any such other conditions as mutually agreed condition, to by increase the parties price per Share payable in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made that decreases the price per Share payable in the Offer or Lawsreduces the maximum number of Shares to be purchased in the Offer or imposes conditions to the Offer in addition to those set forth in Annex A hereto or increases the Minimum Condition. The date on which Purchaser shall purchase and pay for Shares tendered pursuant to the Offer shall hereinafter be prepared in referred to as the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated"Purchase Date."

The Offer. (a) The Offeror shallProvided that nothing shall have occurred that, subject had the Offer referred to below been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than 7 Business Days following the public announcement of the terms and conditions of this Agreement, make Parent, acting through Merger Subsidiary, shall commence an offer (the “"Offer”") to purchase all up to 50.1% of the outstanding Caza Shares (including any Caza Shares the "Maximum Amount"), together with the associated Rights, outstanding at a price of $28.13 per Share and associated Right (the "Offer Consideration"), net to the seller in cash. The Offer shall remain open for a minimum of 22 Business Days, and shall be subject to (i) the condition that are issued after there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and prior to not withdrawn, a number of Shares that, together with the Expiry Time on Shares then owned by Parent and/or Merger Subsidiary, represents 50.1% of the exercise or surrender of Caza Options or Caza Warrants), on Shares outstanding (the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws "Minimum Condition") and applicable Law, and shall be subject only to (ii) the other conditions set forth in Schedule A hereto and such other Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied and to make any change in the terms of or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect conditions to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall provided that without the prior written consent of the Company no change may be prepared made that changes the form of consideration to be paid in the English languageOffer or the Merger, decreases the price per Share and associated Right, increases the Minimum Condition or the Maximum Amount, imposes conditions to the Offer in addition to those set forth in Annex I or amends any term or any condition set forth in Annex I in a manner materially adverse to the holders of the Shares. Notwithstanding the foregoing, without the consent of the Company, Merger Subsidiary shall have the right to (i) waive the Minimum Condition and (ii) extend the Offer may provide that (x) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer is only being made shall not have been satisfied or waived (until such conditions are satisfied or waived) for a number of days not to exceed 60 in jurisdictions where permitted the aggregate and (y) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy If at the expiration date of the Offer Documents a number of Shares has been validly tendered and not withdrawn that, together with the Shares then owned by Parent and/or Merger Subsidiary, exceeds the Maximum Amount, the number of Shares to be purchased by Merger Subsidiary pursuant to the Offer shall be prorated in accordance with Rule 14d-8 promulgated under the 1934 Act, so that the number of Shares purchased by Merger Subsidiary pursuant to the Offer, together with the Shares then owned by Parent and Merger Subsidiary, will represent 50.1% of the Shares outstanding. Upon the terms and subject to the conditions of the Offer and this Agreement, Parent acting through Merger Subsidiary will accept for payment and purchase, within the time period required under applicable law, all Shares validly tendered and not withdrawn prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, expiration of the Offer may provide that (subject to the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result pro ration described in the imposition of any reporting obligations immediately preceding sentence). Parent shall provide or cause to be provided to Merger Subsidiary on the Offeror in such jurisdiction or result in any material cost a timely basis funds necessary to purchase all Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer.

The Offer. (a) The Offeror shallTerms of the Offer; Conditions to Offer. Provided that this Agreement shall not have been earlier terminated in accordance with ARTICLE VIII, subject to as promptly as practicable after the terms date hereof (but in no event more than five (5) business days thereafter), Merger Sub shall (and conditions Parent shall cause Merger Sub to) commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make an as amended (the “Exchange Act”)) a cash tender offer (the “Offer”) to purchase any and all of the outstanding Caza shares of Company Common Stock at a price per share of Company Common Stock, subject to the terms of Section 1.1(b), equal to a price of Two Dollars and Fifteen Cents ($2.15) per share of Company Common Stock, net to the holder thereof in cash (such amount, or any different amount per share of Company Common Stock that may be paid pursuant to the Offer, is the “Per Share Amount”). The obligation of Merger Sub to accept for payment and to pay for any outstanding shares of Company Common Stock tendered (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for any Company Shares (including any Caza Shares that are issued after the date of tendered) pursuant to the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to (i) the condition (the “Minimum Condition”) that, prior to the then scheduled expiration of the Offer (as it may be extended from time to time pursuant to Section 1.1(c) there be validly tendered in accordance with the terms of the Offer and not withdrawn a number of shares of Company Common Stock that, together with the outstanding shares of Company Common Stock then owned by Parent (if any) and Merger Sub, and their direct and indirect wholly owned subsidiaries and affiliates, represents at least 50.01% of all then outstanding shares of Company Common Stock calculated on a fully diluted basis (including, without limitation, all shares of Company Common Stock issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, excluding, however, any securities not convertible or exercisable (including for this purpose any securities which become convertible or exercisable as a result of conversion pursuant to Section 2.7(a)) on or prior to October 31, 2006 shall have been validly tendered in accordance with the terms of the Offer and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver in accordance with the terms of this Agreement of each of the other conditions set forth in Schedule A hereto Annex A. Parent and Merger Sub expressly reserve the right to waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions as mutually agreed to of the Offer; provided, however, that unless previously approved by the parties Company in writing. The term “Offer” shall include , neither Parent nor Merger Sub may make any change to the terms and conditions of the Offer that (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Company Common Stock to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to the conditions to the Offer set forth in Annex A, (v) amends the conditions to the Offer set forth in Annex A so as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to broaden the scope of such conditions to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, (vi) extends the Offer may provide that except as provided in Section 1.1(c), (vii) amends or waives the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaMinimum Condition, its counsel or (viii) makes any other change to any of the terms and its financial advisors with a draft copy conditions of the Offer Documents prior in any manner that is adverse to their finalization and mailing for their review and commentthe holders of shares of Company Common Stock in the reasonable good faith judgment of the Company. Notwithstanding the foregoing, The conditions to the Offer set forth in Annex A are for the sole benefit of Parent and Merger Sub and may provide that be waived by Parent and Merger Sub, in whole or in part, at any time and from time to time, in their sole discretion, other than the Offer is Minimum Condition, which may be waived by Parent and Merger Sub only being made in jurisdictions where permitted with the prior written consent of the Company. The failure by Parent and that Merger Sub at any time to exercise any of the Offeror Shares foregoing rights shall only not be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing deemed a waiver of any prospectussuch right, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in and each such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder right shall be aggregateddeemed an ongoing right that may be asserted at any time and from time to time.

The Offer. (a) The Offeror shallAs promptly as reasonably practicable, subject to and in any event within five (5) Business Days of the terms and conditions date of this Agreement, make Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) an offer (the “Offer”) to purchase all outstanding shares of the outstanding Caza Shares (including any Caza Shares that are issued after the date of Company Common Stock at the Offer Price. The obligations of Merger Sub, and prior of Parent to cause Merger Sub, to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the satisfaction or waiver by Merger Sub of the conditions set forth in Schedule Annex A hereto (the “Offer Conditions”). Merger Sub expressly reserves the right, in its sole discretion, to waive any Offer Condition in whole or in part, at any time or from time to time, or to modify the terms or conditions of the Offer, except that, without the written consent of the Company, Merger Sub shall not, and such other conditions as mutually agreed to by the parties in writing. The term “Offer” Parent shall include not permit Merger Sub to, (i) reduce the Offer as it may be amendedPrice, varied or extended (ii) change the form of consideration payable in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect the Offer, (iii) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (iv) waive or change the Minimum Condition or the Termination Condition (each as required by Securities Laws or Laws. The Offer shall be prepared defined in the English language. Notwithstanding the foregoingAnnex A), (v) add to the Offer may provide that Conditions, (vi) terminate, or extend or otherwise amend or modify the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy expiration date of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoingexcept as required or permitted by Section 1.1(b) or (vii) amend, modify or supplement any Offer Condition or any term of the Offer may provide set forth in this Agreement in a manner adverse to the holders of Company Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be tendered in the Offer; provided that the Offer is only being made in jurisdictions where Company shall be permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement tender Company Common Stock held or similar document beneficially owned by the Offeror, result Company pursuant to or in the imposition respect of any reporting a Company Plan or a trust that relates to obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedCompany Plan.

The Offer. Section 1.1 The Offer. (a) The Offeror Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1 and (ii) none of the events set forth in Annex I hereto shall have occurred or be existing and not have been waived, Merger Subsidiary shall, not later than five business days from the first public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) accepted by Merger Subsidiary in accordance with the Offer shall be purchased for $1.80, net to the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall have simultaneously accepted for payment Notes in each of the Notes Tender Offers, and (iii) that the other conditions set forth in Annex I hereto shall have been satisfied or waived. Parent and Merger Subsidiary 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 that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or amends any other term of the Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond December 28, 2001 (except that Parent may extend the expiration date of the Offer after December 28, 2001 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of this Agreementthe Offer, make an offer Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer. In addition, Merger Subsidiary may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act"), of not more than 20 business days to meet the objective (which is not a condition to the Offer”) to purchase all that there be validly tendered, in accordance with the terms of the outstanding Caza Shares (including any Caza Shares that are issued after Offer, prior to the expiration date of the Offer (as so extended) and prior to the Expiry Time on the exercise or surrender not withdrawn a number of Caza Options or Caza Warrants)Shares, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance which together with this AgreementShares then owned by Parent and Merger Subsidiary, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy represents at least 90% of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Fully Diluted Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article X and so long as each of the Tender Offer Conditions has been satisfied and no fact, occurrence or circumstance shall exist which would result in a failure to satisfy any of the Tender Offer Conditions, subject to the provisions of this Agreement, as promptly as reasonably practicable, but in no event later than five business days after execution of this Agreement, Merger Subsidiary shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer at the Offer Price. The Offeror initial expiration date of the Offer shall be the 20th business day following the date the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act (the “Initial Expiration Date”). The obligation of Merger Subsidiary to commence the Offer and accept for payment, and pay for, any shares tendered pursuant to the Offer shall be subject to the satisfaction of the Tender Offer Conditions set forth in Annex A, any of which, other than the Minimum Condition and the HSR Condition (each as defined in Annex A), may be waived by Parent and Merger Subsidiary in their sole discretion. Parent and Merger Subsidiary expressly reserve the right to modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, neither Parent nor Merger Subsidiary shall (i) waive the Minimum Condition or the HSR Condition, (ii) reduce the number of shares subject to the Offer, (iii) reduce the Offer Price, (iv) change the form of consideration payable in the Offer, (v) amend any term or add any condition of the Offer (including the Tender Offer Conditions), in each case, in any manner that would adversely affect the shareholders of the Company in any material respect or (vi) extend the Initial Expiration Date, except as required by law and except that Parent and the Merger Subsidiary shall have the right, in their sole discretion, (A) to extend the expiration date of the Offer for up to ten business days after the Initial Expiration Date if as of that date there shall not have been tendered a number of shares that constitute at least 90% of the outstanding shares of the Company Common Stock on a fully-diluted basis, (B) to elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act or (C) to extend the expiration date of the Offer from time to time for successive periods of up to 20 business days each, but in no event later than the three-month anniversary of the date of this Agreement, if the Tender Offer Conditions have not been met. If on any scheduled expiration date of the Offer, the Offer would have expired without any shares being purchased because the Tender Offer Conditions have not been satisfied, Parent and Merger Subsidiary shall, at the request of the Company (subject always to the terms and conditions of this Agreement, make an offer (including Article X), extend the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the expiration date of the Offer and prior from time to time for successive periods of up to 20 business days each (but in no event later than the three-month anniversary of the date of this Agreement) unless Parent reasonably believes at such time that such conditions are not capable of being satisfied. Subject to the Expiry Time on terms of the exercise or surrender Offer, including the Tender Offer Conditions, Merger Subsidiary shall pay for all shares of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws Company Common Stock validly tendered and applicable Law, and shall be subject only not withdrawn pursuant to the conditions set forth in Schedule A hereto and such other conditions Offer as mutually agreed to by soon after the parties in writing. The term “Offer” shall include expiration of the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect is legally permitted to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by do so under applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof and none of the events set forth in Annex I hereto shall have occurred or be existing, subject Sub (or another direct or indirect wholly-owned Subsidiary of Parent in Parent's sole discretion (so long as such change of entity shall not adversely affect the intended tax-free nature of the transaction), in which case all references to "Sub" in this Agreement shall be to such other Subsidiary) shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act")) not later than ten (10) Business Days after the date hereof the Offer to exchange for each Share: (i) a fraction of a share of Parent Common Stock equal to the terms Exchange Ratio and conditions (ii) cash in an amount equal to (A) Ten Dollars and Fifty Cents ($10.50) minus (B) an amount equal to the product of (x) the Exchange Ratio multiplied by (y) the Parent Market Price, without interest (the "Per Share Cash Consideration") as promptly as practicable following the date hereof (together, the "Exchange Offer Consideration"). For purposes of this Agreement, make an offer the "Exchange Ratio" shall be equal to the result obtained by dividing Five Dollars and Twenty-Five Cents ($5.25) by the Parent Market Price; provided if the number of shares of Parent Common Stock otherwise issuable as part of the Exchange Offer Consideration (assuming valid tender and no withdrawal of Thirty-Nine Million Five Hundred Thousand (39,500,000) Shares) would otherwise exceed Fifteen Million (15,000,000) (the “Offer”) "Maximum Number"), then the Exchange Ratio shall be reduced to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior a number equal to the Expiry Time on quotient of (i) the exercise or surrender of Caza Options or Caza WarrantsMaximum Number divided by (ii) Thirty-Nine Million Five Hundred Thousand (39,500,000), on rounded to four decimal points. In the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreementevent that Parent declares a stock split, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such stock dividend or other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied reclassification or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings exchange with respect to Parent Common Stock with a record or ex-dividend date occurring during the OfferValuation Period or for the period between the termination of the Valuation Period and the Effective Time, including amendments thereafter as required by Securities Laws or Lawsthere will be an appropriate adjustment made to the closing sales prices during the Valuation Period and the Maximum Number for purposes of calculating the Exchange Ratio. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated."

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as reasonably practicable but in no event later than five business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender public announcement of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawSub shall, and Parent shall be cause Sub to, commence within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act") the Offer. The obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Schedule Exhibit A hereto and such other conditions as mutually agreed attached hereto. Sub expressly reserves the right to by the parties in writing. The term “Offer” shall include waive any condition to the Offer as it may be amendedor amend or modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza except that, without the consent of the Company, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Company Common Stock subject to the Offer, including amendments thereafter (ii) reduce the Merger Consideration per share of Company Common Stock to be paid pursuant to the Offer (except as required by Securities Laws provided in Section 2.01(e) above), (iii) waive the Minimum Tender Condition, add to the conditions set forth in Exhibit A or Laws. The Offer shall be prepared modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) except as provided in the English languagenext sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany, its counsel and its financial advisors with a draft copy (A) extend the Offer, if at the scheduled expiration date of the Offer Documents prior any of the conditions to their finalization and mailing for their review and comment. Notwithstanding the foregoingSub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer may provide that for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (C) extend the Offer is only being made in jurisdictions where permitted and that for any reason on one or more occasions for a period of not more than five business days beyond the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled permitted under clause (A) or (B) of this sentence and (D) extend the Offer to permit a fractional Offeror Share will subsequent offering period in accordance with Rule 14d-11 as promulgated by the SEC under the Exchange Act. Parent and Sub agree that if all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Sub shall not be entitled required to receive extend the nearest whole number Offer beyond January 15, 2002. On the terms and subject to the conditions of Caza Shares. In calculating such fractional interestthe Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all Caza Shares held by a registered holder shall be aggregatedshares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. (a) The Offeror shallProvided that this Agreement shall not have been --------- terminated in accordance with Section 8.1 hereof and none of the events set forth in Annex I hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than September 5, 2000, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer whereby Purchaser will offer to ------------ purchase for cash all of the Shares at $55.75 per Share, net to the seller in cash, without interest, and, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only use reasonable best efforts to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to consummate the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of Shares, the Per Share Amount will be correspondingly adjusted on a per Share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of Shares. The obligation of Purchaser to consummate the Offer may provide that and to accept for payment any Shares tendered pursuant thereto shall be subject to the Offer is satisfaction of only being made those conditions set forth in jurisdictions where permitted by applicable lawAnnex I. Subject to Section 1.1(b), Parent expressly reserves the right to waive any such condition or to increase the price per Share to be paid pursuant to the Offer. The Offeror Per Share Amount shall provide Cazabe net to the seller in cash, its counsel and its financial advisors with a draft copy of the Offer Documents prior subject to their finalization and mailing reduction only for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with any applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement Federal back-up withholding or similar document stock transfer taxes payable by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offerorseller. No fractional Offeror Shares will be issued. Any holder of Caza Shares The Company agrees that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza no Shares held by a registered holder shall the Company will be aggregatedtendered pursuant to the Offer.

The Offer. (a) The Offeror Subject to the conditions set forth in Exhibit 1, Merger Sub shall, subject to as promptly as practicable and in no event later than ten (10) Business Days after the terms and conditions date hereof, commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, make an offer as amended (the “Offer”"Exchange Act")) a tender offer to purchase all of the outstanding Caza Shares shares of common stock, par value $0.0001 per share of the Company (including the "Shares") at a price of $0.20 per Share in cash, net to the seller but subject to any Caza Shares that are issued after required withholding of Taxes (as required by Section 4.2(g)) (such tender offer and price, the date "Offer" and the "Offer Price," respectively). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, commence the Offer and prior accept for payment, and pay for, any Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingExhibit 1. The term “Offer” initial expiration date of the Offer shall include be midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial "Expiration Date" and any expiration time and date established pursuant to an extension of the Offer as it may be amended, varied or so extended in accordance with this Agreement, also an "Expiration Date"). The Offeror Merger Sub expressly reserves the right (i) if the Minimum Tender Condition (as defined in Exhibit 1) has not been satisfied or if a Change of Recommendation has been made, to increase the Offer Price and Caza (ii) to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall cooperate not (u) reduce the number of Shares subject to the Offer, (v) reduce the Offer Price, (w) modify or amend the Minimum Tender Condition, (x) add to the conditions set forth in making Exhibit 1 or modify or amend any condition set forth in Exhibit 1 in any manner adverse to the holders of Shares or which would reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the Offer by Parent or Merger Sub, (y) except as otherwise provided in this Section 1.1(a), extend the Offer or (z) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Company, (A) extend the Offer for one or more consecutive increments of not more than ten Business Days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Merger Sub's obligation to purchase Shares are not satisfied or waived, (B) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or (C) make available a "subsequent offering period" in accordance with Exchange Act Rule 14d-11. In addition, if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten Business Days each until the earlier of the termination of this Agreement in accordance with its terms and the date that is the thirtieth (30th) Business Day after the commencement of the Offer (the initial "Outside Date," provided that Parent may, in its sole discretion, extend the Outside Date by providing written notice to the Company, provided further that Parent may not extend such date beyond May 30, 2008, also an "Outside Date"). In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly, own more than 90% of the outstanding Shares. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer, and, in any event, in compliance with Rule 14e-1 under the Exchange Act (the date of acceptance and payment for Shares validly tendered and not withdrawn pursuant to the Offer, the "Purchase Date"). Without the prior written consent of the Company (which it may withhold in its sole discretion), Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or pay for any Shares in the Offer if, as a result, Merger Sub would acquire 50% or less of the aggregate number of Shares outstanding at the time of the expiration of the Offer. For purposes of this Agreement, the term "Business Day" shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act. On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act , a Tender Offer Statement on a timely basis any filings Schedule TO with respect to the Offer, including which shall contain an offer to purchase the Shares and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereafter thereto, the "Offer Documents") and shall cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by the applicable federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the "Securities Laws or Laws"). The Offer Documents shall be prepared comply in all material respects with the Securities Laws. Each of Parent, Merger Sub and the Company agrees to use all reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by it for use in the English languageOffer Documents if and to the extent that such information is or shall become false or misleading in any material respect or as otherwise required by the Securities Laws. Notwithstanding the foregoing, Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer may provide that Documents and to cause the Offer is only being made Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in jurisdictions where permitted each case as and to the extent required by applicable lawthe Securities Laws. The Offeror Parent and Merger Sub shall provide Caza, its counsel and its financial advisors with a draft copy deliver copies of the proposed form of the Offer Documents prior to their finalization the Company, and mailing for their the Company and its counsel shall be given an opportunity to review and comment. Notwithstanding the foregoing, comment on the Offer may Documents (including any amendments or supplements thereto), in each case, within a reasonable time before they are filed with the SEC or disseminated to the holders of Shares. Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel receive from the SEC or its staff with respect to the Offer is only being made in jurisdictions where permitted and that Documents promptly after the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws receipt of such jurisdiction comments and provided shall give the Company a reasonable opportunity to review and comment on any written or oral responses to such distribution does not require comments. Parent and Merger Sub agree to use all reasonable best efforts to respond promptly to any comments of the filing SEC or its staff with respect to the Offer Documents. In connection with the Offer, Parent shall at its expense engage an information agent of any prospectus, registration statement or similar document by national reputation reasonably acceptable to the Offeror, result Company. The Company hereby consents to the inclusion in the imposition Offer Documents of any reporting obligations on the Offeror recommendations of the board of directors of the Company (the "Company Board") described in Section 5.1(c)(ii), as such jurisdiction or result recommendations may be amended and until such recommendations may be withdrawn, in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held each case as permitted by a registered holder shall be aggregatedthis Agreement.

The Offer. (a) The Offeror shallUnder the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared out in the English language. Notwithstanding the foregoingScheme Document, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share each Scheme Shareholder will be entitled to receive 44 xxxxx for each Scheme Share held (the nearest whole number "Cash Value"), comprising for each Scheme Share: 42 xxxxx in cash (the "Cash Offer") and a special dividend of Caza 2 xxxxx (the "Special Dividend") If, on or after the date of this Announcement and before the Effective Date, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Xpediator Shares (other than, or in excess of, the Special Dividend), Bidco reserves the right to reduce the consideration payable under the terms of the Offer for the Xpediator Shares by an amount up to the amount of such dividend, distribution and/or return of capital (or excess, as applicable), excluding any amount in respect of the Excluded Shares, in which case the relevant eligible Xpediator Shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of capital. In calculating such fractional interestIf Bidco exercises its rights described above, all Caza Shares held any reference in this Announcement to the consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by a registered holder Bidco of its rights referred to in this paragraph shall be aggregated.the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme. The Cash Value of 44 xxxxx for each Scheme Share values the entire issued and to be issued share capital of Xpediator at approximately £62,342,907, and represents a premium of approximately: • 45.5 per cent. to the Closing Price of 30.3 xxxxx per Xpediator Share on 19 December 2022 (being the last Business Day before the date of the commencement of the Offer Period); • 18.9 per cent. to the Closing Price of 37.0 xxxxx per Xpediator Share on 5 April 2023 (being the last Business Day before the date of this Announcement); and • 79.7 per cent. to the volume weighted average Closing Price of 24.5 xxxxx per Xpediator Share for the three-month period ended 19 December 2022. Under the terms of the Offer, a Loan Note Alternative will be available to Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction, including the United States), which will enable eligible Scheme Shareholders to elect to receive Loan Notes in lieu of part or all of the cash consideration to which they would otherwise be entitled under the terms of the Offer. Further details in relation to the Loan Note Alternative are set out in paragraph 10 below. The Xpediator Directors intend to declare and pay the Special Dividend of 2 xxxxx per Xpediator Share to Xpediator Shareholders on the register of members of Xpediator at the Scheme Record Time. The Special Dividend is conditional upon, and only payable if, the Scheme becomes Effective (or, if the Offer is implemented by way of a Takeover Offer, the Takeover Offer is declared unconditional in all respects). Further details are set out in paragraph 18 of this Announcement. The Xpediator Shares owned or controlled by Cogels Investments (being 37,260,660 Xpediator Shares as at the Latest Practicable Date) will not be Scheme Shares and will not be acquired by Bidco pursuant to the Offer. Upon the Offer becoming Effective, Cogels Investments will: (i) indirectly contribute 36,299,777 Xpediator Shares owned or controlled by it (representing approximately

The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable (and in any event on or prior to February 7, 2017) after the execution of the Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15—"Conditions of the Offer" of this Offer to Purchase, Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer promptly after Purchaser is legally permitted to do so under applicable law in accordance with the Exchange Act. Textron and Purchaser expressly reserve the right to waive (where permitted by applicable law), in their sole discretion, in whole or in part, any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, except that, unless otherwise contemplated by the Merger Agreement or as previously approved by Arctic Cat in writing, Purchaser is not permitted to (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares sought to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Section 15—"Conditions of the Offer" in a manner materially adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with the Merger Agreement. 38 The Merger Agreement provides that Purchaser: • will 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, as well as any of the rules and regulations, including listing standards, of NASDAQ or any other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded; and • unless the Offer is terminated in accordance with the Merger Agreement, in the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived as of any then scheduled Expiration Date, Purchaser may, in its sole discretion, extend the Offer for successive extension periods of not more than twenty (20) business days each in order to permit the satisfaction of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase. The Merger Agreement further provides that, unless the Offer is terminated in accordance with the Merger Agreement, in the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived by Purchaser or Textron as of any then scheduled Expiration Date, and the Arctic Cat Board has not effected an Adverse Recommendation Change (as defined below), Arctic Cat may, in its sole discretion and by written notice at least two (2) business days prior to the then scheduled Expiration Date, request that Purchaser extend the Offer for one period of ten (10) business days until all of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are satisfied or, where permitted by applicable law, validly waived by Purchaser or Textron. In no event will Purchaser be required to extend the Offer beyond the earlier to occur of (a) the date the Merger Agreement is terminated in accordance with its terms or (b) May 24, 2017. The Offeror shallforegoing paragraphs will not be deemed to impair, subject limit or otherwise restrict in any manner Textron's rights to terminate the Merger Agreement in accordance with its terms. After acceptance for payment of Shares in the Offer, if Textron and Purchaser, directly or indirectly, do not hold, in the aggregate, at least 90% of the outstanding Shares so as to permit Purchaser to consummate the Merger as a "short-form" merger pursuant to Section 302A.621 of the MBCA, then Purchaser will provide the Subsequent Offering Period in accordance with Rule 14d-11 under the Exchange Act of not less than three (3) nor more than twenty (20) business days as determined in the sole discretion of Textron or Purchaser. Subject to the terms and conditions of the Merger Agreement and the Offer, Purchaser will immediately accept for payment and pay for all Shares validly tendered in the Offer during any such Subsequent Offering Period and such Shares cannot be withdrawn. Textron will provide or cause to be provided to Purchaser the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. If Purchaser exercises the Top Up Option (as described below), it will not be required to provide for the Subsequent Offering Period. Purchaser will not terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of Arctic Cat, except if the Merger Agreement has been terminated pursuant to its terms. If the Merger Agreement is terminated pursuant to its terms, then Purchaser is required to promptly (and in any event within forty-eight (48) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is terminated pursuant to its terms prior to the purchase of Shares in the Offer, Purchaser will promptly return and will cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares to the registered holders thereof. Textron and Purchaser will timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the transactions contemplated by the Merger Agreement required to be filed pursuant to Chapter 80B of the Minnesota Statutes and will disseminate to the holders of Shares via this Offer to Purchase and the other documents related thereto the information set forth in any such registration statement to the extent and within the time period required by Chapter 80B of the Minnesota Statutes. Arctic Cat Board of Directors Pursuant to the Merger Agreement, make an offer effective immediately after the Acceptance Time, and at all times thereafter, subject to compliance with the provisions of the Restated Articles of Incorporation of Arctic Cat, the Amended and Restated Bylaws of Arctic Cat, applicable law and the Listing Rules of the NASDAQ, Textron will be entitled to elect or designate such number of directors, rounded up to the next whole number, on the Arctic Cat Board as is equal to the product of the total number of directors on the Arctic Cat Board (giving effect to the “Offer”directors elected or designated by Textron pursuant to this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Textron, Purchaser or any of their respective affiliates bears to purchase all the total number of Shares then outstanding. Textron will be entitled to designate at least a majority of the directors on the Arctic Cat Board as long as Textron, Purchaser and their affiliates beneficially own a majority of the outstanding Caza Shares (Shares. Arctic Cat has agreed to take all actions as are necessary to enable Textron's designees to be elected or designated to the Arctic Cat Board, including any Caza Shares that are issued after increasing the date size of the Offer Arctic Cat Board and seeking and accepting the resignations of its incumbent directors. Prior to the Effective Time, notwithstanding the above obligations with respect to Textron's designees, the Arctic Cat Board will always have at least two (2) members who are not officers, directors, employees or designees of Textron or Purchaser or any of their affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two (2) prior to the Expiry Time Effective Time, the remaining director who is not a Purchaser Insider will be entitled to designate a person to fill such vacancy who is not a Purchaser Insider and who will be a director not deemed to be a Purchaser Insider for all purposes of the Merger Agreement, and Arctic Cat will cause such designee to be appointed to the Arctic Cat Board. If the number of directors who are not Purchaser Insiders is reduced to zero, then the other directors on the exercise Arctic Cat Board will designate and appoint to the Arctic Cat Board two (2) directors who are not officers, directors, employees or surrender otherwise affiliated with Textron or Purchaser (other than as a result of Caza Options or Caza Warrantssuch designation), . Arctic Cat will also use its reasonable best efforts to cause individuals designated by Textron to constitute the same percentage as persons designated by Textron on the basis Arctic Cat Board of 0.16 (i) each committee of an Offeror Share for the Arctic Cat Board, (ii) each Caza Share. The Offer shall be made board of directors (or other similar body) of each subsidiary of Arctic Cat and (iii) each committee of each such board, in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject each case only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where extent permitted by applicable law. The Offeror shall provide CazaAfter Textron's designees are elected or appointed to the Arctic Cat Board and prior to the Effective Time, its counsel and its financial advisors with the approval of a draft copy majority of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding directors of Arctic Cat then in office who are not Purchaser Insiders (or the foregoing, approval or direction of the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall sole director if there will only be distributed one (1) director then in office who is not a Purchaser Insider) is required, and such approval will constitute the authorization of the Arctic Cat Board and no other action on the part of Arctic Cat, including any action by any other director of Arctic Cat, will be required to holders of Caza Shares outside of Canada if authorize any such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require action, for Arctic Cat to: • amend or terminate the filing Merger Agreement; • extend the time for performance of any prospectus, registration statement obligation or similar document action by Textron or Purchaser under the Offeror, result in Merger Agreement; or • waive or enforce any of Arctic Cat's rights or any of the imposition obligations of any reporting obligations on Textron or Purchaser under the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedMerger Agreement.

The Offer. (a) Provided that nothing shall have occurred that, had the Offer referred to below been commenced, would give rise to a right to terminate the Offer under any of the conditions set forth in Annex I hereto, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, as promptly as practicable after the date hereof, but in no event later than ten business days following the public announcement of the terms of this Agreement, commence an offer (the "Offer") to purchase all of the outstanding shares (the "Shares") of 8 Company Common Stock at a price of $24.00 per Share, net to the seller in cash (or at such higher price as Acquisition Sub, in its sole discretion, elects to offer) (the "Offer Consideration"), but subject to any withholding required by law. The Offeror shallOffer shall be subject (i) to the condition that there shall be validly tendered prior to the expiration date of the Offer and not withdrawn a number of Shares representing at least 80% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) to the other conditions set forth in Annex I hereto and (iii) to the condition that Acquisition Sub shall have received certificates signed by the president or the chief financial officer of the Company to the effect that (A) the condition to the obligation of Acquisition Sub set forth in paragraph (e) of Annex I does not exist and (B) the acquisition of Shares pursuant to the Offer is exempt from Section 1445 of the Code (as defined below). For purposes of determining the Minimum Condition, (i) Shares tendered subject to guaranteed delivery shall not be considered validly tendered unless and until delivery shall have been completed and (ii) Shares outstanding on a fully-diluted basis shall mean all Shares actually outstanding plus all Shares issuable upon exercise, conversion or exchange of then-outstanding vested options, warrants and other rights to purchase, or other securities convertible into or exchangeable for, Company Common Stock, including any Shares issuable pursuant to vested options under the Company's Stock Incentive Plan of 1996, as amended, and pursuant to the Company's Employee Stock Purchase Plan (together, the "Company Stock Plans"). Acquisition Sub expressly reserves the right to modify the terms of the Offer, but Acquisition Sub will not, without the prior written consent of the Company, make any change in the terms or conditions of the Offer that (i) changes the form of consideration to be paid, (ii) decreases the price per Share or the number of Shares sought in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex I, (iv) changes or waives the Minimum Condition, or (v) is adverse to the holders of the Shares. Parent and Acquisition Sub agree that, subject to the terms and conditions of the Offer and this Agreement, make an offer (Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the “Offer”) to purchase all Offer promptly after expiration of the outstanding Caza Shares Offer. The Offer shall initially provide that it shall expire 20 business days after it is commenced. The Offer may only be extended with the prior written consent of the Company provided that so long as this Agreement is in effect, Acquisition Sub may, without the consent of the Company, extend the expiration of the Offer, (including i) as required to comply with any Caza Shares that are issued after rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (ii) if at the scheduled or extended expiration date of the Offer and prior to the Expiry Time on the exercise or surrender any of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A Annex I have not been satisfied or waived, until such time as all such conditions are satisfied or waived, or (iii) on one occasion, for an aggregate period of not more than ten business days for any reason other than those specified in the immediately preceding clauses (i) and (ii). So long as this Agreement is in effect, Parent, U.S. Parent and Acquisition Sub agree that if all of the conditions set forth in Annex I hereto and are not satisfied on any scheduled expiration date of the Offer then, provided that all such other conditions as mutually agreed to are reasonably capable of being satisfied by the reasonable best efforts of the parties in writing. The term “Offer” hereto, Acquisition Sub shall include extend the Offer as it may be amended, varied from time to time until such conditions are satisfied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English languagewaived. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror no event shall provide Caza, its counsel and its financial advisors with a draft copy any extension of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding extend beyond the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedTermination Date.

The Offer. (a) The Offeror shall, subject Issuer agrees to use commercially reasonable efforts to promptly commence and consummate an exchange offer for any and all of the terms and conditions of this Agreement, make an offer Bonds (the “Offer”) to purchase all of effectuate the outstanding Caza Shares New Rate, which Offer shall not be subject to a minimum condition. Prior to commencement, Sirius, the Issuer and the Initial Holders (including any Caza Shares that are issued after as defined below) will determine in good faith whether the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance conducted pursuant to Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption therefrom and whether compliance with this Agreementall or any portion of Section 14 of the Securities Exchange Act of 1934, Securities Laws as amended, is required. Absent an alternative agreement by Sirius, the Issuer and applicable Lawthe Initial Holders, and the Offer shall be subject only conducted pursuant to Section 5 of the conditions set forth Securities Act and in Schedule A hereto and such compliance with Section 14 of the Securities Exchange Act. Once commenced, the Issuer shall not otherwise amend, modify, terminate or withdraw the Offer other conditions as mutually agreed than pursuant to by the parties in writingthis Agreement or to otherwise comply with law. The term “Bond Indenture” as used in this Agreement also refers to any supplemental indenture or new indenture, and the term “Bonds” also refers to any bonds issued in exchange for the Bonds, all as may be utilized to effectuate the Offer” . The new indenture, indenture amendment, or indenture supplement and the requirement to pay the New Rate will become effective if and only if the Merger is consummated. The Issuer shall include comply with all applicable laws and any applicable contracts in effecting the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedtransactions contemplated thereby.

The Offer. Section 1.1 The Offer. (a) The Offeror Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1 and (ii) none of the events set forth in Annex I hereto shall have occurred or be existing and not have been waived, Merger Subsidiary shall, not later than five business days from the first public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) accepted by Merger Subsidiary in accordance with the Offer shall be purchased for $1.17, net to the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall have simultaneously accepted for payment Notes in each of the Notes Tender Offers, and (iii) that the other conditions set forth in Annex I hereto shall have been satisfied or waived. Parent and Merger Subsidiary 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 that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or amends any other term of the Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond March 15, 2002 (except that Parent may extend the expiration date of the Offer after March 15, 2002 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of this Agreementthe Offer, make an offer Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Offer. In addition, Merger Subsidiary may extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “"Exchange Act"), of not more than 20 business days to meet the objective (which is not a condition to the Offer”) to purchase all that there be validly tendered, in accordance with the terms of the outstanding Caza Shares (including any Caza Shares that are issued after Offer, prior to the expiration date of the Offer (as so extended) and prior to the Expiry Time on the exercise or surrender not withdrawn a number of Caza Options or Caza Warrants)Shares, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance which together with this AgreementShares then owned by Parent and Merger Subsidiary, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy represents at least 90% of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Fully Diluted Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) The Offeror shallProvided that nothing shall have occurred that, subject had the Offer referred to below been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, but in no event later than 7 Business Days following the public announcement of the terms and conditions of this Agreement, make Parent, acting through Merger Subsidiary, shall commence an offer (the “"Offer”") to purchase all up to 50.1% of the outstanding Caza Shares (including any Caza Shares the "Maximum Amount"), together with the associated Rights, outstanding at a price of $28.13 per Share and associated Right (the "Offer Consideration"), net to the seller in cash. The Offer shall remain open for a minimum of 22 Business Days, and shall be subject to (i) the condition that are issued after there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and prior to not withdrawn, a number of Shares that, together with the Expiry Time on Shares then owned by Parent and/or Merger Subsidiary, represents 50.1% of the exercise or surrender of Caza Options or Caza Warrants), on Shares outstanding (the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws "Minimum Condition") and applicable Law, and shall be subject only to (ii) the other conditions set forth in Schedule A hereto and such other Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied and to make any change in the terms of or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect conditions to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall provided that without the prior written consent of the Company no change may be prepared made that changes the form of consideration to be paid in the English languageOffer or the Merger, decreases the price per Share and associated Right, increases the Minimum Condition or the Maximum Amount, imposes conditions to the Offer in addition to those set forth in Annex I or amends any term or any condition set forth in Annex I in a manner materially adverse to the holders of the Shares. Notwithstanding the foregoing, without the consent of the Company, Merger Subsidiary shall have the right to (i) waive the Minimum Condition and (ii) extend the Offer may provide that (x) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if not have been satisfied or waived (until such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.conditions are satisfied or

The Offer. (a) Subject to the other terms hereof and provided that this Agreement shall not have been terminated in accordance with SECTION 6.01, the Company, as promptly as is practicable after the date hereof but in any event not later than 30 days after the date hereof, shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "EXCHANGE ACT")) and will pursue an exchange offer (the "OFFER") to acquire all of the issued and outstanding Old Notes on the basis that the exchanging holders of Old Notes shall share ratably, according to the principal amount of Old Notes exchanged by each such holder in relation to the aggregate principal amount of Old Notes exchanged by all holders of Old Notes tendering their Old Notes pursuant to the Offer, of (i) $35,000,000 principal amount of the Company's Senior Subordinated PIK Notes due 2007 (the "NEW NOTES") to be issued under an indenture to be in form and substance satisfactory to the Company and the Holders, and (ii) shares of the Company's capital stock (either common or convertible preferred stock having the designations and preferences agreed to among the Company and the Holders) (the "NEW STOCK")), in either case, entitling the noteholders participating in the Offer to 90% of the voting control and rights to distributions in respect of the Company. In connection with the Offer, the Company agrees to solicit consents (the "CONSENT SOLICITATION") to an amendment of the Indenture dated as of March 30, 1999 (the "OLD INDENTURE") by and among the Company, the guarantors named therein and State Street Bank and Trust Company, as trustee, to be in form and substance satisfactory to the Company and the Holders, waiving current defaults under, and substantially modifying the covenants and restrictions under, the Old Indenture (such amendment being the "INDENTURE AMENDMENT"). The Offeror shallCompany shall not waive any condition to, subject to or make any changes in the terms and conditions of, the Offer or the Plan (as defined below) without the unanimous consent of this Agreementthe Holders; PROVIDED, make an offer HOWEVER, the Offer may be extended by the Company to any date on or before June 30, 2002 (the “Offer”"FINAL EXPIRATION DATE") if (x) immediately prior to purchase all the expiration of the outstanding Caza Shares Offer any condition to the Offer shall not be satisfied and (including any Caza Shares y) the Board of Directors of the Company (the "BOARD OF DIRECTORS") determines there is a reasonable basis to believe that are issued after such condition could be satisfied within such period; PROVIDED FURTHER that the Company shall extend the Offer at the request of the Holders from time to time to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and prior subject to the Expiry Time on foregoing right to extend the exercise or surrender of Caza Options or Caza WarrantsOffer, the Company shall issue the New Notes and the New Stock in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Company accepts Old Notes for exchange under the Offer (the "CONSUMMATION DATE"), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made conducted in accordance with this Agreement, Securities Laws such a manner that the issuance of the New Notes and applicable Law, and New Stock shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy exempt from registration under Section 4(2) of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding Securities Act of 1933, as amended (the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated"SECURITIES ACT").

The Offer. (a) The Offeror shallMerger Agreement provides that the Purchaser will commence the Offer as promptly as practicable after the execution of the Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 14 — “Conditions of the Offer,” the Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer as promptly as practicable after the Purchaser is legally permitted to do so. IDEX and the Purchaser expressly reserved the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreementthe Offer, make an offer except that without Microfluidics’ prior written approval the Purchaser is not permitted to (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer in addition to those described in Section 14 — “Offer”) to purchase all Conditions of the outstanding Caza Shares Offer,” (including v) amend or waive the Minimum Condition, (vi) amend any Caza Shares that are issued after the date of the Offer other conditions and prior requirements to the Expiry Time on Offer described in Section 14 — “Conditions of the exercise Offer” in a manner materially adverse to Microfluidics’ stockholders or surrender of Caza Options or Caza Warrants), on (vii) extend the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made Expiration Date in a manner other than in accordance with this the Merger Agreement; provided, Securities Laws and applicable Lawhowever, and shall be subject only that if the aggregate amount of Microfluidics’ Expenses related to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to transactions contemplated by the parties Merger Agreement and the other payments described in writing. The term “Offer” shall include the Merger Agreement exceeds or is expected to exceed $2,750,000, the Purchaser may decrease the Offer as it may be amended, varied or extended Price in accordance with this the terms of the Merger Agreement. The Offeror and Caza shall cooperate in making on a timely basis Merger Agreement provides that the Purchaser will extend the Offer: • to the extent required by applicable laws or applicable rules, regulations, interpretations or positions of the SEC; • for one or more periods of up to 20 business days each until March 18, 2011, if at the Expiration Date any filings with respect of the conditions to the Offer, including amendments thereafter other than the Minimum Condition, have not been satisfied or waived by IDEX and the Purchaser; • at Microfluidics’ request for a period of up to 10 business days, so long as required no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics; and • at Microfluidics’ request for a period of three business days, if by Securities Laws the Expiration Date, Microfluidics failed to perform or Lawscomply with any agreement or covenant contained in the Merger Agreement and did not have at least three business days notice to correct such failure, so long as no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics. After acceptance for payment of Shares in the Offer, if IDEX, the Purchaser and their subsidiaries and affiliates do not hold, in the aggregate, at least 90% of the issued and outstanding Shares so as to permit the Purchaser to complete the Short-Form Merger, then the Purchaser may provide a Subsequent Offering Period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Offer shall be prepared in the English language. Notwithstanding the foregoingPurchaser is required to immediately accept for payment, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Cazaand promptly pay for, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror all Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result validly tendered in any material cost to the OfferorSubsequent Offering Period. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.34

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Section 9.01 and none of the events set forth in Annex A hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than eight business days, after the date hereof, Parent shall cause Sub to, and Sub shall, subject commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the terms and conditions of this Agreement, make an "Exchange Act")) a tender offer (the “"Offer”") to purchase all of the issued and outstanding Caza Shares shares of Class A Common Stock for $5.20 per share (including such amount, or any Caza Shares that are issued after greater amount per share paid pursuant to the date Offer, the "Per Share Amount") net to the seller in cash. The obligation of Sub to consummate the Offer and prior to accept for payment and to pay for any shares of Class A Common Stock tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto hereto. Sub expressly reserves the right to waive any such condition, to increase the Per Share Amount and such to make any other changes in the terms and conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, no change may be made which (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Class A Common Stock sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (v) extends the expiration date of the Offer (which shall initially be the minimum period that the Offer must remain open under the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")) or (vi) otherwise alters or amends any term of the Offer in any manner adverse to the holders of shares of Class A Common Stock; provided, however, that (subject to the right of the parties to terminate this Agreement in accordance with Section 9.01) the Offer may provide that be extended (1) for any period to the Offer is only being made in jurisdictions where permitted extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable law. The Offeror shall provide Cazato the Offer, its counsel and its financial advisors with a draft copy (2) on one or more occasions (each such extension period not to exceed 10 business days at one time) if at the then scheduled expiration date of the Offer Documents any of the conditions to Sub's obligations to accept for payment and pay for Class A Common Stock set forth in Annex A hereto shall not be satisfied or waived, (3) on one or more occasions for an aggregate period of not more than 10 business days if the Minimum Condition (as defined in Annex A hereto) has been satisfied but less than 90% of the then outstanding shares of Class A Common Stock have been validly tendered and not properly withdrawn, and (4) to provide for a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act. Parent and Sub agree that, in the event Sub is unable to consummate the Offer on or prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, expiration date of the Offer may provide that due to the failure of any conditions set forth in Annex A hereto to be satisfied, but subject to the right of the parties to terminate this Agreement in accordance with Section 9.01 and to the right of Parent to exercise the Merger Trigger, Parent shall cause Sub to, and Sub shall, extend the Offer is only being made in jurisdictions where permitted until the earlier of (i) July 31, 2000 or (ii) such time as each such condition has been satisfied or waived. Assuming the prior satisfaction or waiver of the conditions of the Offer and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost subject to the Offeror. No fractional Offeror Shares will be issued. Any holder foregoing right to extend the Offer, Sub shall pay for any and all shares of Caza Shares that would otherwise be entitled Class A Common Stock validly tendered and not withdrawn pursuant to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer as soon as practicable after termination thereof.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued as promptly as practicable but in no event later than five business days after the date of the Offer and prior to the Expiry Time on the exercise or surrender public announcement of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable LawSub shall, and Parent shall be cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Target Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed Exhibit A. Sub expressly reserves the right to by the parties in writing. The term “Offer” shall include waive any condition to the Offer as it may be amendedor amend or modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza except that, without the consent of Target, Sub shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of shares of Target Common Stock subject to the Offer, including amendments thereafter (ii) reduce the price per share of Target Common Stock to be paid pursuant to the Offer, (iii) waive the Minimum Tender Condition, add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Target Common Stock, (iv) except as required by Securities Laws or Laws. The Offer shall be prepared provided in the English languagenext sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner adverse to the holders of Target Common Stock. Notwithstanding the foregoing, Sub may, without the Offer may provide that consent of Target, (A) extend the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaOffer, its counsel and its financial advisors with a draft copy if at the scheduled expiration date of the Offer Documents prior any of the conditions to their finalization and mailing for their review and comment. Notwithstanding the foregoingSub's obligation to purchase shares of Target Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer may provide that for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer is only being made in jurisdictions where permitted and that (C) extend the Offeror Shares shall only be distributed to holders Offer for any reason on one or more occasions for a period of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require more than five business days beyond the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares latest expiration date that would otherwise be entitled permitted under clause (A) or (B) of this sentence. Parent and Sub agree that if all of the conditions to a fractional Offeror Share will the Offer are not satisfied on any scheduled expiration date of the Offer then, PROVIDED that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer from time to time until such conditions are satisfied or waived, PROVIDED that Sub shall not be entitled required to receive extend the nearest whole number Offer beyond the Outside Date. On the terms and subject to the conditions of Caza Shares. In calculating such fractional interestthe Offer and this Agreement, Sub shall, and Parent shall cause Sub to, pay for all Caza Shares held by a registered holder shall be aggregatedshares of Target Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer.

The Offer. The Offer, which will be made on the terms and subject to the conditions summarised below and in Appendix I to this announcement, and to the further terms which will be set out in full in the Offer Document and the accompanying Acceptance Form(s), will be made on the following basis: for each Sema Share 560 xxxxx in cash for each Sema ADS (aeach ADS represents 1,120 xxxxx in cash 2 Sema Shares) The Offeror shallOffer will extend, subject to the terms and conditions of this Agreementto be set out in the Offer Document and Acceptance Form(s), make to all Sema Shares unconditionally allotted or issued on the date on which the Offer is made and any further Sema Shares unconditionally allotted or issued while the Offer remains open for acceptance (or such earlier date as Schlumberger Investments may, subject to the Code, decide). In conjunction with the offer being made to Sema Shareholders an offer is being made to holders of Sema ADSs to tender the Sema Shares underlying such ADSs into the Offer. The Sema Shares will be acquired by Schlumberger Investments pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the right to receive and retain all dividends and other distributions (if any) declared, made or paid hereafter. If sufficient acceptances are received and/or sufficient Sema Shares are otherwise acquired, Schlumberger Investments intends to apply the “Offer”provisions of Sections 428 to 430F (inclusive) to purchase all of the Act to acquire compulsorily any outstanding Caza Sema Shares (including any Caza to which the Offer relates. When the Offer becomes or is declared unconditional in all respects, Schlumberger Investments intends to procure the making of an application by Sema for the removal of Sema Shares from the Official List and for the cancellation of trading in Sema Shares on the London Stock Exchange's market for listed securities. It is anticipated that are issued cancellation of listing and trading will take effect no earlier than 20 business days after the date Offer becomes or is declared unconditional in all respects. Schlumberger Investments would also intend to apply for de-listing of the Offer Sema Securities from the Nasdaq National Market and prior to from Euronext Paris. Such de-listings and cancellation would significantly reduce the Expiry Time on the exercise or surrender liquidity and marketability of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, any Sema Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect not assented to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.