Common use of The Offer Clause in Contracts

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of this Agreement, as As promptly as practicable, practicable but in no event later than five ten (510) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer Sub shall, and Parent shall cause Newco to Sub to, commence the Offer. The initial expiration date for Offer within the Offer shall be the 20th business day following the commencement meaning of the Offerapplicable rules and regulations of the SEC. The obligation of Newco Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any shares of Seller Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") Exhibit A (any of which may be waived in whole or in part by Buyer Sub in its sole discretion, except as otherwise provided herein). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) and reduce the number of shares of Company Common Stock subject to the terms and Offer or reduce or waive the Minimum Tender Condition, (ii) reduce the consideration per share of Company Common Stock to be paid pursuant to the Offer below the Offer Price, (iii) modify or add to the conditions set forth in Exhibit A, (iv) except as provided in the next sentence, extend the Offer or (v) change the form of this Agreement. (b) Buyer consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of Sellerthe Company, cause Newco to (A) extend the OfferOffer for up to forty-five (45) days, if at the initial scheduled or extended expiration date of the Offer (which shall be twenty (20) business days following the commencement of the Offer) any of the Offer Conditions shall conditions to Sub's obligation to purchase shares of Company Common Stock are not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer, if all of the conditions to the Offer are satisfied or waived but the number of the Shares validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares on a Fully Diluted Basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); provided, that Sub shall immediately accept and promptly pay for all Company Common Stock tendered prior to the date of an extension pursuant to clause (B) and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension, (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law Offer, and (CD) extend the Offer on one or more occasions for an aggregate period in increments of not more than ten twenty (1020) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentencedays, if on such at the initial scheduled expiration date there of the Offer (or any extension thereof) the waiting period (and any extension thereof) applicable to any of the Transactions under the HSR Act shall not have been tendered at least 90% terminated or shall not have expired or any consents, approvals and filings under any foreign antitrust law, the absence of which would prohibit the consummation of the outstanding shares of Seller Common StockMerger, shall not have been obtained or made. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Buyer Sub shall cause Newco to accept pay for payment, and pay for, all shares of Seller Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly soon as practicable after the expiration of the Offer and, with respect to any extension of the Offer, as soon as practicable after shares of Company Common Stock are validly tendered. Sub may, at any time, transfer or assign to one or more Subsidiaries of Parent the right to purchase all or any portion of the shares of Company Common Stock tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Sub or Parent of their respective obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for shares of Company Common Stock validly tendered and accepted for payment. (cb) On the date of commencement of the Offer, Buyer Parent and Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall will comply as to form in all material respects with the requirements applicable provisions of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and thereunder. Parent shall deliver copies of the proposed forms of the Offer Documents, on the date first published, sent or given Documents to the holders of shares of Seller Common Stock, shall not contain any untrue statement of Company within a material fact or omit reasonable time prior to state any material fact required to be stated therein or necessary in order to make the statements therein, in light commencement of the circumstances under which they were made, not misleadingOffer for review and comment by the Company and its counsel. Each of BuyerParent, Newco Sub and Seller agree the Company shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents, as so corrected amended or supplemented, to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stockthe Company's stockholders, in each case as and to the extent required by applicable federal Federal securities laws. Seller Parent and Sub shall provide the Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing in writing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments BuyerParent, Newco Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII, below, as promptly as practicable after the provisions date of this Agreement, as promptly as practicableand in any event, but in no event later than five within fifteen (515) business days after the date of the public announcement by Buyer Business Days, Merger Sub shall (and Seller of this Agreement, Buyer Parent shall cause Newco to Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. . (b) The obligation of Newco Merger Sub to accept for payment, payment and pay for, for any shares of Seller Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to to: (i) the satisfaction of the Minimum Condition; and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in EXHIBIT C hereto Exhibit A to this Agreement (together with the Minimum Condition, the "OFFER CONDITIONSOffer Conditions") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock). Subject to the terms and conditions satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, Merger Sub shall (and this Agreement, Buyer Parent shall cause Newco to Merger Sub to) consummate the Offer in accordance with its terms and accept for payment, payment and pay for, for all shares of Seller Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration Expiration Time. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the OfferOffer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this Agreement. (c) On The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided 26995100v.1 by this Agreement or as approved in writing by the Company, Merger 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 Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Company Common Stock of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of commencement of the Offer, Buyer (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 a manner adverse in any material respect to any holders of Company Common Stock of the Company. (d) The Offer shall expire at midnight (eastern standard time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the "Initial Expiration Time") or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the "Expiration Time"). (e) Merger Sub may extend the Offer Expiration Time at any time with the Company’s written consent. Merger Sub (i) may, without the Company’s consent, extend the Offer on one or more occasions for a period of ten (10) Business Days, if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub's reasonable discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the "SEC"), the staff thereof or the NASDAQ Stock Market ("NASDAQ") applicable to the Offer; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the October 31, 2016 (the "Outside Date") and the termination of this Agreement. If, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Merger Sub in its sole discretion, then on not more than two (2) occasions at the request of the Company, Merger Sub shall extend the Offer for an additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree) to permit such Offer Condition(s) to be satisfied; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer, and without Merger Sub’s prior written consent, Merger Sub shall not be required to extend the Offer, in each case beyond the earlier of the Outside Date and the termination of this Agreement (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Newco Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the "Offer Closing", and the date on which the Offer Closing occurs is referred to in this Agreement as the "Offer Closing Date". 26995100v.1 (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the acceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer but not later than fifteen (15) Business Days thereafter, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the "Schedule TO"). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer shall will be made, together with any amendments and supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents Company shall comply as promptly furnish to form in Parent and Merger Sub all material respects with information concerning the requirements of Company required by the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and to be set forth in the Offer Documents. Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the date first publishedone hand, sent or given and the Company, on the other hand, agree to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by applicable Law. Parent and Buyer Merger Sub further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents, as so corrected (if applicable), to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders the stockholders of Seller Common Stockthe Company, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. Seller Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon the on such Offer Documents prior or response, and Parent and Merger Sub shall give reasonable consideration to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (j) For purposes of this Agreement and the Offer, unless agreed by Parent and Merger Sub, any shares of Company Common Stock subject to notices of guaranteed delivery shall be deemed not to be validly tendered into the Offer unless and until the shares underlying such notices of guaranteed delivery are delivered to Merger Sub. 26995100v.1

The Offer. (a) Subject Provided that this Agreement shall not --------- have been terminated in accordance with Article VIII and so long as none of the events set forth in Annex A (the "Tender Offer Conditions") shall have occurred 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 seven (57) business days after Business Days following the date first public announcement of the public announcement by Buyer and Seller terms of this Agreement, Buyer Acquiror shall cause Newco to commence commence, within the Offermeaning of Rule 14d-2 under the Exchange Act (as hereinafter defined), the Offer at the Offer Price. The initial expiration date for of the Offer shall be the 20th business day twentieth Business Day following the commencement date the Offer is commenced within the meaning of Rule 14d-2 under the OfferExchange Act (the "Initial Expiration Date"). The obligation of Newco Acquiror to commence the Offer and accept for payment, and pay for, any shares of Seller Common Stock Shares tendered pursuant to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (Annex A, any of which which, other than the Minimum Condition (as defined in Annex A), may be waived by Parent or Acquiror in whole or in part by Buyer in its their sole discretion. Parent and Acquiror expressly reserve the right to modify the terms of the Offer; provided -------- that, without the prior written consent of the Company, neither Parent nor Acquiror shall (i) waive the Minimum Condition, (ii) reduce the number of Shares subject to the Offer, (iii) reduce the price per Share to be paid pursuant to the Offer, (iv) change the form of consideration payable in the Offer, (v) amend any term or add any condition of the Offer (including the conditions set forth on Annex A), 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 Acquiror shall have the right, in their sole discretion, (A) to extend the expiration date of the Offer for up to ten (10) Business Days after the Initial Expiration Date if as of that date there shall not have been tendered a number of Shares that, when added to the number of Shares subject to the Voting Agreement, constitute at least ninety percent (90%) of the outstanding shares of 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 four month anniversary of the date of this Agreement, if the conditions set forth in Annex A 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 conditions set forth in Annex A have not been met, Parent and Acquiror shall, at the request of the Company (subject always to the terms and conditions of this Agreement, including Article VIII), 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 four-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 terms and conditions of the Offer set forth in Annex A, Acquiror shall pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon after the expiration of the Offer as it is legally permitted to do so under applicable law. (b) Buyer may, without On the consent date of Seller, cause Newco to (A) extend commencement of the Offer, if at Parent and Acquiror shall file with the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable and cause to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% disseminated to holders of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC Shares a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the Offer, which shall contain (included as an Exhibit) or incorporate by reference an offer to purchase and a related letter of transmittal and transmittal, a summary advertisement and a Rule 13e-3 Transaction Statement on Schedule 13E-3 (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madecollectively, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents shall comply as prior to form in all material respects the filing thereof with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingSEC. Each of BuyerParent, Newco Acquiror and Seller agree the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer Parent and Acquiror further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller Parent and Acquiror agree to provide the Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing in writing with the SEC or dissemination to the holders copies of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any written comments BuyerParent, Newco Acquiror or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsDocuments.

The Offer. (a) Subject Provided that nothing shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the provisions Offer pursuant to any of this Agreementthe conditions set forth in Annex I, as promptly as practicable, but in no event later than five (5) business days practicable after the date hereof and in any event within ten (10) Business Days after the date hereof, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) commence (within the meaning of Rule 14d-2 under the ▇▇▇▇ ▇▇▇) the Offer to purchase any and all of the public announcement by Buyer outstanding Shares at the Offer Price. The Offer shall be subject only (1) to the condition that there shall be validly tendered and Seller not withdrawn in accordance with the terms of this Agreement, Buyer shall cause Newco to commence the Offer, prior to the Expiration Date (as defined below), a number of Shares that, together with the Shares then owned by Parent and/or Merger Subsidiary, represents at least a majority of the total number of Shares outstanding on a fully diluted basis, calculated in accordance with Section 3.5(b) (the “Minimum Condition”), and (2) to the other conditions set forth in Annex I. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided, that without the prior written consent of the Company, (i) the Minimum Condition may not be waived and (ii) no change may be made that changes the form of consideration to be paid, decreases the Offer Price or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I or modifies the conditions set forth in Annex I, or amends any other term of the Offer in any manner adverse to the holders of Shares in the reasonable judgment of the Company. The initial expiration date for of the Offer shall be the 20th twentieth (20th) business day following the after commencement of the Offer. The obligation Offer (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (such date, or such subsequent date to which the expiration of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered the Offer is extended pursuant to the Offer shall be subject to the conditions set forth and in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to accordance with the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend “Expiration Date”). Notwithstanding the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waivedforegoing, (Bx) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law Applicable Law and (Cy) if any condition to the Offer is not satisfied or waived on any scheduled Expiration Date, Merger Subsidiary shall, subject to the rights of the parties in Article 11, extend the Offer on for one or more occasions periods (each in the reasonable judgment of Merger Subsidiary for an aggregate the minimum period of time reasonably expected by Merger Subsidiary to be required to satisfy such conditions but in any event not in excess of twenty (20) business days each) until such conditions are satisfied or waived; provided, in each case, that Merger Subsidiary shall not be required to extend the Offer beyond the termination of this Agreement. If upon the acceptance for payment of, and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, Merger Subsidiary has not acquired the Requisite Short Form Merger Shares, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act of not less than three (3) nor more than ten (10) business days beyond immediately following the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there Expiration Date. Merger Subsidiary shall not have been tendered at least 90% of terminate or withdraw the outstanding shares of Seller Common StockOffer prior to its Expiration Date, unless this Agreement is terminated in accordance with Article 11 hereof. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco it to accept for payment(including by providing or causing to be provided to Merger Subsidiary on a timely basis the necessary funds), and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to the Offer (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”) and (ii) validly tendered in the Subsequent Offering Period. (cb) On the date of commencement of the Offer, Buyer Parent and Merger Subsidiary shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which the “Schedule TO”) that shall contain an offer include the summary term sheet required thereby and, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement and other appropriate ancillary Offer documents (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madecollectively, together with any amendments or supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”), and shall cause the Offer Documents to be disseminated to all holders of Shares. The Offer Documents Company shall comply as promptly upon request of Parent and Merger Subsidiary provide Parent in writing with all information concerning the Company that is required to form be included in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and Schedule TO or the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of BuyerParent, Newco Merger Subsidiary and Seller agree the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become (or shall become known to be) false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco to take all steps necessary to Merger Subsidiary shall cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case case, as and to the extent required by applicable U.S. federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents prior to their filing each time before any such document is filed with the SEC or dissemination SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller Company and its counsel (it being understood that the Company and its counsel shall provide any comments Buyerthereon as soon as reasonably practicable). Parent and Merger Subsidiary shall provide the Company and its counsel with (i) any comments or other communications, Newco whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after the receipt of such commentsthose comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given, it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable).

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicableand provided that this Agreement shall not have been terminated in accordance with Section 9.1 and subject to the satisfaction or waiver of each of the conditions to the Offer set forth in Annex A to this Agreement (the "Offer Conditions"), but in no event not later than five the tenth (510th) business days after day from the date of the public announcement by Buyer and Seller (counting the business day on which such announcement is made) of the execution of this Agreement (which date of announcement shall be no later than the first business day after the execution of this Agreement), Buyer Acquiror shall cause Newco Merger Sub to commence (within the Offer. The initial expiration date for meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer shall be at a price equal to the 20th business day following the commencement Common Stock Price for each and every share of the OfferCompany Common Stock. The obligation of Newco Merger Sub to consummate the Offer, to accept for payment, payment and to pay for, for any shares of Seller Company Common Stock tendered pursuant to the Offer shall be subject solely to the conditions set forth in EXHIBIT C hereto (satisfaction or waiver of the "OFFER CONDITIONS") (any Offer Conditions. It is agreed that the Offer Conditions are for the benefit of which Merger Sub and may be waived in whole or in part asserted by Buyer Merger Sub regardless of the circumstances giving rise to any such condition and Merger Sub expressly reserves the right, in its sole discretion, to waive any such condition; provided that, without the prior written consent of Company, Merger Sub shall not waive the Minimum Condition (as defined in Annex A) or the condition set forth in paragraph (f) of Annex A. The initial time and expiration date of the Offer shall be 12:00 midnight Eastern Standard Time on the date that is the 20th business day following the commencement of the Offer (determined using Rule 14d-2 under the Exchange Act) (the "Scheduled Expiration Date" and any date to which the terms and conditions of this AgreementOffer is extended as permitted by Section 1.1(b) shall be referred to herein as the "Extended Expiration Date"). (b) Buyer mayMerger Sub expressly reserves the right, without the consent of Sellerin its sole discretion, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities modify and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject make changes to the terms and conditions of the Offer, provided, that without the prior written consent of Company (which consent will not be valid unless authorized by the Board of Directors of Company), no modification or change may be made which (i) decreases the consideration payable in the Offer and (except as permitted by this Agreement), Buyer shall cause Newco to accept for payment(ii) changes the form of consideration payable in the Offer (other than by adding consideration), and pay for(iii) changes the Minimum Condition, all (iv) decreases the maximum number of shares of Seller Company Common Stock validly tendered and not withdrawn sought pursuant to the Offer that Newco becomes obligated to accept for payment and pay forOffer, pursuant (v) changes the material conditions to the Offer as promptly as practicable after the expiration of the Offer.in a manner (c) On the date of commencement of the Offer, Buyer Acquiror and Merger Sub shall cause Newco to file with the SEC with respect to the Offer a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-1Schedule TO") with respect to the OfferOffer which will comply in all material respects with the provisions of applicable federal securities laws, which shall and will contain an the offer to purchase relating to the Offer and a forms of related letter letters of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto and including the exhibits thereto, are referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). The Acquiror shall deliver copies of the proposed forms of the Offer Documents shall comply as to form in all material respects Company at least 48 hours prior to filing such documents with the requirements of the Exchange Act (as defined herein) SEC for review and the rules comment by Company and regulations promulgated thereunder its counsel. Company and its counsel shall be given not less than 48 hours to review any amendments and supplements to the Offer DocumentsDocuments prior to their filing with the SEC or dissemination to Company's stockholders. Acquiror shall provide Company and its counsel in writing any comments that Merger Sub, on Acquiror or their counsel may receive from the date first published, sent SEC or given its staff with respect to the holders of shares of Seller Common Stock, shall Offer Documents promptly and in any event not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make later than 24 hours after the statements therein, in light of the circumstances under which they were made, not misleadingreceipt thereof. Each of BuyerCompany, Newco Acquiror and Seller agree Merger Sub shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect and Buyer Acquiror and Merger Sub further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders the stockholders of Seller Common StockCompany, in each case case, as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than --------- within five (5) business days after the date of the first public announcement by Buyer and Seller of this Agreement, Buyer Sub shall, and Parent shall cause Newco to commence Sub to, commence, within the Offer. The initial expiration date for meaning of Rule 14d-2 under the Offer shall be Securities Exchange Act of 1934, as amended (including the 20th business day following rules and regulations promulgated thereunder, the commencement of "Exchange Act"), the Offer. The obligation of Newco Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto Exhibit A (the "OFFER CONDITIONSOffer Conditions"). The Offer shall initially expire twenty (20) business days after the date of its commencement, unless this Agreement is terminated in accordance with Article VIII, in which case the Offer (any whether or not previously extended in accordance with the terms hereof) shall expire on such date of which may be waived in whole or in part by Buyer in its sole discretiontermination. Without the prior written consent of the Company, Sub shall not (i) and impose conditions to the terms and conditions Offer in addition to the Offer Conditions, (ii) modify or amend the Offer Conditions or any other term of this Agreement. the Offer in a manner adverse to the holders of shares of Common Stock, (biii) Buyer waive or amend the Minimum Condition (as defined in Exhibit A), (iv) reduce the number of shares of Common Stock subject to the Offer, (v) reduce the price per share of Common Stock to be paid pursuant to the Offer, (vi) except as provided in the following sentence, extend the Offer, if all of the Offer Conditions are satisfied or waived, or (vii) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of Sellerthe Company, cause Newco to (A) extend the OfferOffer at any time, and from time to time, (i) if at the then scheduled or extended expiration date of the Offer any of the Offer Conditions conditions to Sub's obligation to accept for payment and pay for shares of Common Stock shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, ; (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the its staff thereof applicable to the Offer; or (iii) if all Offer Conditions are satisfied or any period required by applicable law and (C) extend waived but the Offer on one or more occasions number of shares of Common Stock tendered is less than 90% of the then outstanding number of shares of Common Stock, for an aggregate period of not more than ten (10) 10 business days (for all such extensions) beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, if on such expiration date there Sub shall, and Parent shall cause Sub to, cause the Offer not have been tendered at least 90% of the outstanding shares of Seller Common Stockto expire. Subject to the terms and conditions of the Offer (but subject to the right of termination in accordance with Article VIII), Sub shall, and this Agreement, Buyer Parent shall cause Newco to accept Sub to, pay for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly soon as practicable after the expiration of the Offer. (cb) On the date of commencement of the Offer, Buyer Parent and Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Company and its counsel shall be given an opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC. The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Act, and, on the date filed with the SEC and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common StockCompany's stockholders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Sub with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of BuyerParent, Newco Sub and Seller agree the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer each of Parent and Sub further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller Parent and Sub agree to provide the Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing in writing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments BuyerParent, Newco Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the upon receipt of such comments.

The Offer. (a) Subject Provided that nothing shall have occurred that, had the Offer been commenced, would give rise to a right to terminate the provisions Offer pursuant to Article 11 hereof, as promptly as practicable after the date of this Agreement, as promptly as practicable, but in no event later than five Merger Subsidiary shall commence (5within the meaning of Rule 14d-2 under the 1▇▇▇ ▇▇▇) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date Offer and the obligation of Merger Subsidiary to accept for the Offer payment and to pay for any Tender Shares shall be subject only to the 20th business day following condition that there shall be validly tendered in accordance with the commencement terms of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant prior to the scheduled expiration date of the Offer shall (as it may be subject extended hereunder) and not withdrawn, Tender Shares that, together with the Tender Shares then directly or indirectly owned by Parent and/or Merger Subsidiary, represent a majority of the Voting Shares (the “Minimum Condition”) and to the other conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to waive any of which the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by the Company in writing (i) the Minimum Condition may not be waived, (ii) no change may be waived made that changes the form of consideration to be paid, decreases the Offer Price or the number of Tender Shares sought in whole the Offer or imposes conditions to the Offer in part by Buyer addition to those set forth in its sole discretionAnnex I or amends any terms of the Offer in any manner adverse to the holders of Tender Shares and (iii) and the Offer may not be extended except as set forth in this Section 2.01(a). Subject to the terms and conditions of this Agreement. , the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (bdetermined using Rule 14d-1(g)(3) Buyer mayof the 1▇▇▇ ▇▇▇) after the date that the Offer is commenced. Notwithstanding the foregoing, without the consent of Seller, cause Newco to (A) Merger Subsidiary shall extend the OfferOffer (1) from time to time for successive periods of no more than 10 Business Days each (or such longer period as may be consented to by the Company, if such consent not to be unreasonably withheld) if, at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, and (B2) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend Applicable Law. Following expiration of the Offer on Offer, Merger Subsidiary may, in its sole discretion, provide one or more occasions for an aggregate period of not more than ten subsequent offering periods (10together, the “Subsequent Offering Period”) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% in accordance with Rule 14d-11 of the outstanding shares of Seller Common Stock1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to it to, accept for payment, payment and pay for, promptly after the expiration of the Offer, all shares of Seller Common Stock Tender Shares (x) validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to (y) validly tendered in the Offer as promptly as practicable after the expiration of the OfferSubsequent Offering Period. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer Parent and Merger Subsidiary shall cause Newco to (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which the “Schedule TO”) that shall contain an offer include the summary term sheet required thereby and, as exhibits or incorporated by reference thereto, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which advertisement, if any, in respect of the Offer shall be made(collectively, together with any amendments or supplements or amendments thereto, the "OFFER DOCUMENTS")“Offer Documents”) and (ii) cause the Offer Documents to be disseminated to holders of Tender Shares. The Offer Documents Company shall comply as promptly furnish to form Parent and Merger Subsidiary in writing all material respects with information concerning the requirements of Company that may be required by applicable securities laws or reasonably requested by Parent or Merger Subsidiary for inclusion in the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and Schedule TO or the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of BuyerParent, Newco Merger Subsidiary and Seller agree the Company agrees promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockTender Shares, in each case as and to the extent required by applicable U.S. federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents prior to their filing each time before any such document is filed with the SEC or dissemination SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the holders of Seller Common StockCompany and its counsel. Buyer agrees to cause Newco to Parent and Merger Subsidiary shall provide Seller the Company and its counsel with (i) any comments Buyeror other communications, Newco whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after the receipt of such commentsthose comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the SEC.

The Offer. (a) Subject to (i) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and that none of the provisions events set forth in Paragraph (2) of this AgreementAnnex I hereto shall exist or have occurred and be continuing, as promptly as practicablepracticable after the date hereof, but in no event later than five (5) the fifth business days day after the date hereof, 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 (the “Exchange Act”)) the Offer to purchase all of the public announcement by Buyer and Seller outstanding shares of this Agreement, Buyer shall cause Newco to commence Company Common Stock at the OfferOffer Price. The initial expiration date for the Offer shall be the 20th business day following the commencement obligations of the Offer. The obligation Merger Sub to, and of Newco Parent to cause Merger Sub to, accept for payment, payment and pay for, any for shares of Seller Company Common Stock validly tendered pursuant to the Offer and not subsequently withdrawn shall be subject only to the conditions set forth in EXHIBIT C Annex I hereto (the "OFFER CONDITIONS") (any of “Offer Conditions”). The date on which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of Merger Sub “commences” the Offer (within the meaning of Rule 14d-2 under the Exchange Act) is hereafter referred to as the “Offer Commencement Date”. To the extent permitted by applicable Law, Merger Sub expressly reserves the right to waive any of the Offer Conditions and to make any change in the terms of the Offer, except that without the prior consent of the Company, Merger Sub shall not be satisfied (A) decrease the Offer Price or waived, until such time as such conditions are satisfied or waivedchange the form of the consideration payable in the Offer, (B) extend decrease the Offer for any period required by any rule, regulation, interpretation number or position percentage of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Company Common Stock validly tendered and not withdrawn sought pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and C) amend or waive the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act Minimum Tender Condition (as defined hereinin Annex I), (D) and the rules and regulations promulgated thereunder and impose any conditions to the Offer Documentsin addition to the conditions set forth on Annex I, on (E) amend or modify the date first published, sent or given Offer in a manner adverse to the holders of shares of Seller Company Common StockStock taken as a whole, or (F) extend the Expiration Date (as defined in Annex I) except as required or permitted by this Section 1.1(a). The Expiration Date shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in 20th Business Day next following the Offer Documents if and to Commencement Date (calculated as set forth in Rule 14d-1(a) (3) under the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsExchange Act).

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article X hereof and so long as none of the provisions of this Agreementevents set forth in Annex A hereto (the "Tender Offer Conditions") shall have occurred and are continuing (unless such event shall have been waived by Parent or Merger Sub), as promptly as practicable, but in no event later than five (5) the fifth business days day after the date of the public announcement by Buyer and Seller of this Agreement, Buyer Parent and Merger Sub shall, and Parent shall cause Newco to Merger Sub to, commence the OfferOffer at the Offer Price. The initial expiration date for the Offer shall be the 20th twentieth business day following the commencement of the Offer. The obligation obligations of Newco Merger Sub to accept for payment, payment and to pay for, for any shares of Seller Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (Tender Offer Conditions, any of which may be waived by Parent or Merger Sub in their sole discretion; PROVIDED, HOWEVER, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company. The Tender Offer Conditions are for the sole benefit of Parent and Merger Sub and may be asserted by Parent and Merger Sub regardless of the circumstances giving rise to any such Tender Offer Conditions or, except as expressly set forth herein, may be waived by Parent and Merger Sub in whole or in part by Buyer part. Parent and Merger Sub expressly reserve the right to modify the terms of the Offer; PROVIDED HOWEVER, that without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock to be purchased in its sole discretionthe Offer, (ii) and reduce the Offer Price, (iii) modify or add to the Tender Offer Conditions, (iv) change the form of consideration payable in the Offer or (v) make any other change in the terms and conditions of this Agreement. (b) Buyer the Offer which is materially adverse to the holders of Common Stock. Notwithstanding the foregoing sentence, Merger Sub may, without the consent of Sellerthe Company, cause Newco to (A) extend the Offer, if at the then scheduled or extended expiration date of the Offer any of the Offer Conditions shall conditions to Merger Sub's obligations to purchase the shares of Common Stock have not be been satisfied or waived, until such time as the third business day after the day Merger Sub reasonably believes to be the earliest date on which such conditions are satisfied or waivedwill be satisfied, (B) extend the Offer from time to time up to a maximum of an aggregate of 30 days beyond the first day all of the Tender Offer Conditions have been met, and/or (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer. Notwithstanding the foregoing, (x) the Offer or any period required by applicable law may not, without the Company's written consent, be extended beyond the date of termination of this Agreement pursuant to Section 10.1(a) and (Cy) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond may not, without the latest expiration date that would otherwise Company's prior written consent, be permitted under extended pursuant to clause (A) above if the failure to satisfy any condition was caused by a material breach by Parent or (B) Merger Sub of any of their representations, warranties, covenants or agreements set forth in this sentenceAgreement. Notwithstanding any thing to the contrary in this Agreement, Parent and Merger Sub agree that if on such immediately prior to any scheduled expiration date there of the Offer, the Regulatory Conditions (as defined in Annex A) shall not have been tendered satisfied, but at least 90% such scheduled expiration date each of the outstanding shares other conditions set forth in Annex A (other than the Minimum Condition) shall then be satisfied, at the request of Seller Common Stock. Subject the Company, Merger Sub shall extend the Offer from time to time, subject to the right of Parent, Merger Sub or the Company to terminate this Agreement pursuant to the terms hereof. Upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly purchase all shares of Common Stock which are validly tendered on or prior to the expiration of the Offer and this Agreementnot withdrawn. Parent shall provide, Buyer shall or cause Newco to be provided, to Merger Sub on a timely basis all funds necessary to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn that Merger Sub becomes obligated to purchase pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with its terms, Purchaser shall (and Parent shall cause Purchaser to), commence (within the provisions meaning of this AgreementRule 14d-2 under the Exchange Act), as promptly as practicable, reasonable and practicable but in no event later than five (5) business days Business Days after the date of the public announcement by Buyer and Seller of this Agreementhereof, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be at the 20th business day following the commencement of the OfferOffer Price. The obligation of Newco Purchaser to consummate the Offer and to accept for payment, payment and to pay for, for any shares of Seller Common Stock Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction or waiver of the conditions set forth in EXHIBIT C hereto Annex I, and (ii) the "OFFER CONDITIONS") (any satisfaction or waiver of which may be waived the conditions set forth in whole or Annex II. The conditions to the Offer set forth in part by Buyer Annex I are for the sole benefit of Parent and Purchaser, and Parent and Purchaser reserve the right, in its their sole discretion) and , subject to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco applicable Law to (A) extend the Offer, if at the scheduled or extended waive any such condition in Annex I. The initial expiration date of the Offer shall be 5:00 pm (EST) on the 40th calendar day following commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act). Notwithstanding the foregoing, Purchaser may (i) extend the Offer one or more times beyond the initial scheduled expiration date or any subsequent scheduled expiration date, but in no event beyond the 70th calendar day following the commencement of the Offer without the Company’s consent, if, at the scheduled expiration of the Offer, any of the Offer Conditions conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or or, to the extent permitted by this Agreement, waived, until such time as such conditions are satisfied or waived, and (Bii) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer; provided, however, that the foregoing clauses (i) and (ii) of this Section 1.01(a) shall not be deemed to impair, limit or otherwise restrict the right of any party to terminate this Agreement pursuant to the terms of Section 8.01 hereof. Notwithstanding the foregoing, if at the end of the 40th calendar day following commencement of the Offer or at the end of any period required subsequent scheduled expiration date, all conditions to the Offer have been satisfied and/or waived other than the Minimum Condition, Purchaser shall (and Parent shall cause Purchaser to), if requested by applicable law and (C) the Company, extend the expiration of the Offer one or more times; provided, that Purchaser shall not be obligated to extend the Offer beyond 5:00 pm (EST) on one the 70th calendar day following commencement of the Offer. Each extension of the Offer pursuant to this Section 1.01(a) shall not exceed the lesser of five (5) Business Days (or more occasions for an aggregate such longer period of not more than ten (10) business days beyond as the latest expiration date that would otherwise be permitted under clause (ACompany and Purchaser may agree in writing in any particular instance) or (B) such fewer number of this sentence, if on such expiration date there shall not have been tendered at least 90% days that Purchaser and the Company reasonably believe are necessary to cause the conditions of the outstanding shares of Seller Common StockOffer set forth in Annex I and Annex II hereto to be satisfied. Subject to the terms of this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex I and this AgreementAnnex II hereto as of any expiration date of the Offer, Buyer Purchaser shall (and Parent shall cause Newco to Purchaser to) accept for payment, payment and pay for, for all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable Law (but in no event later than three (3) Business Days after such expiration date of the Offer). On or prior to the date that Newco Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. (b) Subject to Section 1.01(a), Purchaser expressly reserves the right, in its sole discretion, to modify the terms and conditions of the Offer, including, without limitation, to extend the Offer beyond any scheduled expiration date; provided, however, that, without the prior written consent of the Company, Purchaser shall not (i) decrease the Offer Price or change the form of consideration payable in the Offer (other than by adding consideration), (ii) seek to purchase less than all outstanding Shares, (iii) impose material conditions to the Offer in addition to those set forth in Annex I or otherwise modify or amend any of the conditions to the Offer set forth in Annex I that are in a manner adverse to the holders of Shares, or (iv) waive the conditions set forth in Annex II. Upon the terms and subject to the conditions of the Offer and this Agreement, Purchaser shall accept for payment and pay for, pursuant purchase all Shares validly tendered and not withdrawn prior to the Offer as promptly as practicable after the expiration of the Offer. (c) On The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) subject to the conditions set forth in Annex I and Annex II. As soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Buyer Parent and Purchaser shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "SCHEDULE 14D-1"“Schedule TO”) with respect to the OfferOffer that (i) will comply in all material respects with the provisions of all applicable federal securities Laws (other than with respect to the accuracy or completeness of information supplied by the Company for inclusion or incorporation by reference into the Schedule TO or other Offer Documents), which shall (ii) will contain (including as an offer exhibit) or incorporate by reference the Offer to purchase Purchase and a form of the related letter of transmittal transmittal, and (iii) may contain a summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to at Parent’s sole discretion), which the Offer shall be madedocuments, together with any supplements or amendments thereto, are referred to collectively herein as the "OFFER DOCUMENTS"). The “Offer Documents.” Parent and Purchaser shall cause the Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given be mailed to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit Shares as and to state any material fact the extent required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingby applicable securities laws. Each of Buyerthe Company, Newco on the one hand, and Seller agree Parent and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information the Schedule TO or the Offer Documents shall be, or have become become, false or misleading in any material respect, and Buyer Parent and Purchaser further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC and the other Offer Documents Documents, as so corrected corrected, to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities lawsLaws. Seller Parent and Purchaser shall provide the Company and its counsel shall be given with a reasonable opportunity to review and comment upon on the Schedule TO and any Offer Documents prior to their filing before they are filed with the SEC or dissemination and mailed to the holders of Seller Common StockShares. Buyer agrees to cause Newco In addition, Parent and Purchaser agree to provide Seller the Company and its counsel with any comments Buyercomments, Newco whether written or oral, that Parent or Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 7.1 hereof and nothing shall have occurred that would result in a failure to satisfy any of the provisions of this Agreementconditions set forth in Annex I hereto, as promptly as practicable, but in no event later than five (5) business days practicable after the date hereof, Parent shall cause Sub to commence and Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase all of the public announcement by Buyer issued and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement outstanding shares of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Company Common Stock tendered pursuant at a price of $7.00 per share (the "Offer Price") net to the seller in cash, but subject to any withholding required by law (the "Initial Offer"). (b) The Initial Offer shall be subject to the conditions set forth in EXHIBIT C Annex I hereto. Sub shall not except as expressly contemplated hereby, without the prior written consent of the Company, make any change in the terms or conditions of the Initial Offer that is adverse to the holders of the Company Common Stock in any material respect, decrease the Offer Price or impose material conditions to the Initial Offer other than those set forth in Annex I hereto (the "OFFER CONDITIONS") (it being agreed that a waiver by Sub of any of which may be waived in whole or in part by Buyer condition, in its sole discretion) and , shall not be deemed to be adverse to the terms and conditions holders of this Agreement.the Company Common Stock); provided that: (bi) Buyer if on any scheduled expiration date of the Initial Offer all conditions to the Initial Offer shall not have been satisfied or waived, the Initial Offer may, but need not, be extended from time to time without the consent of Seller, cause Newco the Company for such period of time as is reasonably expected by Sub to be necessary to satisfy the unsatisfied conditions; (Aii) extend the Offer, if at Initial Offer may be extended by Sub without the scheduled or extended expiration date consent of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer Company for any period required by any rule, regulation, interpretation or position of the U.S. United States Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or Initial Offer; and (iii) if at any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest scheduled expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there the Initial Offer all conditions to the Initial Offer shall not have been tendered at least satisfied but less than a number of shares of Company Common Stock that, together with the number of shares of Company Common Stock owned by Parent and Sub, represents ninety percent (90% %) of the outstanding shares of Seller Company Common Stock, on a fully-diluted basis, shall have been tendered into the Initial Offer, Sub shall be entitled to (but not required to) extend the Initial Offer from time to time without the consent of the Company (but in no event beyond one week after the date on which all of the conditions set forth in Annex I have been satisfied) in order to permit Sub to solicit additional shares to be tendered into the Initial Offer. Subject Notwithstanding the foregoing, Sub may not, without the consent of the Company, extend the scheduled expiration date of the Initial Offer beyond September 28, 2000; provided, however, Sub may extend the scheduled expiration date of the Initial Offer beyond such date for such period of time as is reasonably expected by Sub to be necessary to satisfy the unsatisfied conditions if Sub has not purchased shares of Company Common Stock pursuant to the Initial Offer due to a delay in the consummation of the Initial Offer resulting from (i) review of the Offer Documents (as hereinafter defined) by the SEC, (ii) receipt of regulatory approvals required under applicable Law (as hereinafter defined), including, but not limited to approvals under the HSR Act (as hereinafter defined) or (iii) the existence of any of the conditions contained in Sections (i) or (ii) of Annex I hereto. Sub shall, unless Sub shall have in its sole discretion exercised its right to extend the termination date of the Initial Offer pursuant to this Section 1.1(b), on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this AgreementInitial Offer, Buyer shall cause Newco to accept for paymentpayment and purchase, and pay foras soon as permitted under the terms of the Initial Offer, all shares of Seller the Company Common Stock validly tendered and not withdrawn pursuant prior to the Offer expiration date of the Initial Offer. It is agreed that Newco becomes obligated to accept for payment and pay for, pursuant the conditions to the Initial Offer as promptly as practicable after are solely for the expiration benefit of Sub and may be asserted by Sub regardless of the Offercircumstances giving rise to any such condition (including any action or inaction by Sub) or may, but need not, be waived by Sub, in whole or in part at any time and from time to time, in its sole discretion. (c) On The Initial Offer shall be made by means of an offer to purchase (the "Offer to Purchase") that is subject to the conditions set forth in Annex I hereto. As soon as practicable on the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.Initial

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the provisions of this Agreementconditions set forth in Annex I hereto, as promptly as practicablepracticable after the date hereof, but in no event later than five (5) business days after the date of following the public announcement by Buyer and Seller of the terms of this Agreement, Buyer Merger Subsidiary shall cause Newco commence an offer (the "Offer") to commence purchase all of the Offeroutstanding Shares at a price of $21.00 per Share, net to the seller in cash. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, immediately prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Subsidiaries, represents at least a majority of the Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to waive the Minimum Condition or any of which the other conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that no change may be waived made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in whole the Offer or imposes conditions to the Offer which are broader than or in part by Buyer addition to those set forth in its sole discretion) and to Annex I. The initial scheduled expiration date of the terms and conditions of this Agreement. (b) Buyer mayOffer is January 6, 2000. Notwithstanding the foregoing, without the consent of Sellerthe Company, cause Newco Merger Subsidiary shall have the right to (A) extend the OfferOffer (i) from time to time if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived; provided that if any of the conditions to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer, if such condition or conditions could reasonably be expected to be satisfied, for one additional period of 20 business days, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and (Ciii) extend the Offer on one or more occasions for an aggregate period of (all such occasions aggregating not more than ten (1010 business days) business days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if if, on such expiration date there shall date, the number of Shares tendered (and not have been tendered at least withdrawn) pursuant to the Offer, together with the Shares then owned by Parent, represents less than 90% of the outstanding shares of Seller Common StockShares on a fully-diluted basis. Subject to the foregoing and to the terms and conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to accept for paymentit to, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all Shares properly tendered and not withdrawn pursuant to the Offer. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer Parent and Merger Subsidiary shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE Schedule 14D-1") with respect to the Offer, which shall will contain an the offer to purchase and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the such documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Parent, Merger Subsidiary and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable an opportunity to review and comment upon on the Offer Documents (and any amendments thereto) prior to their filing being filed with the SEC or dissemination disseminated to the holders of Seller Common StockShares. Buyer agrees to cause Newco to Parent and Merger Subsidiary shall provide Seller the Company and its counsel with any comments Buyeror other communications that Parent, Newco Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments or other communications.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01, 8.02, 8.03 or 8.04 and none of the provisions of this Agreementevents set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five (5) business days after the date of the initial public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco Purchaser's intention to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Purchaser to accept for payment, payment and pay for, any shares of Seller Common Stock for Shares tendered pursuant to the Offer shall be subject to the satisfaction of (i) the condition (the "Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the other conditions set forth in EXHIBIT C hereto (Annex A hereto. Purchaser expressly reserves the "OFFER CONDITIONS") (right to waive any of which may be waived in whole or in part by Buyer in its sole discretion) such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of this Agreement. the Offer; provided, however, that, the Purchaser will not (bi) Buyer maydecrease the Per Share Amount, (ii) reduce the number of Shares sought in the Offer, (iii) add to the conditions to the Offer set forth in Annex A hereto, (iv) change the form of consideration to be paid in the Offer or (v) make any other change in the terms of the Offer that is adverse to holders of Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to each seller in cash, upon the terms and subject to the conditions of the Offer. Notwithstanding the foregoing, without the consent of Sellerthe Company, cause Newco Purchaser shall have the right to (A) extend the OfferOffer (but in no event later than the Termination Date) (i) from time to time if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and (Ciii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) 10 business days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if if, on such expiration date there shall date, the number of Shares tendered (and not have been tendered at least withdrawn) pursuant to the Offer, together with the Shares then owned by Parent, represents more than 80% but less than 90% of the outstanding shares Shares on a fully-diluted basis. If all of Seller Common Stockthe conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, subject to Section 8.04(b), Purchaser shall extend the Offer from time to time until such conditions are satisfied or waived. Upon the terms and subject to the conditions of the Offer, Purchaser shall accept for payment Shares that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time that all conditions to the Offer shall have been satisfied or waived by Purchaser. Subject to the terms and conditions of the Offer and this Agreement(including, Buyer without limitation, the Minimum Condition), Purchaser shall cause Newco to accept for paymentpay, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, for all Shares validly tendered and not withdrawn. (cb) On As soon as reasonably practicable on the date of commencement of the Offer, Buyer Purchaser shall cause Newco to file with the SEC Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 14D-1, including all exhibits thereto (together with all amendments and supplements thereto, the "SCHEDULE Schedule 14D-1") ), with respect to the Offer, which . The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a the related form of letter of transmittal and any related summary advertisement (such the Schedule 14D-1 and the documents included therein pursuant to which 14D-1, the Offer shall be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Parent, Purchaser and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, Company shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree correct promptly to correct any information provided by it any of them for use in the Offer Documents if and to the extent that such information which shall have become false or misleading in any material respectmisleading, and Buyer further agrees to cause Newco to Parent and Purchaser shall take all steps necessary to cause the Schedule 14D-1 14D-1, as so corrected corrected, to be filed with the SEC and the other Offer Documents Documents, as so corrected corrected, to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities lawsLaw. Seller The Company and its counsel shall be given reasonable an opportunity to review and comment upon on the Offer Documents (and any amendments thereto) prior to their filing being filed with the SEC or dissemination disseminated to the holders of Seller Common StockShares. Buyer agrees to cause Newco to Parent and Purchaser shall provide Seller the Company and its counsel with any comments Buyeror other communications, Newco whether written or oral, that Parent, Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments or other communications.

The Offer. (a) Subject to Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable (and, in any event, within ten (10) Business Days) after the provisions date of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly as practicableamended, but in no event later than five and the rules and regulations promulgated thereunder (5the “Exchange Act”)) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. . (b) The obligation of Newco Merger Sub to accept for payment, payment and pay for, for any shares of Seller Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Time that number of shares of Company Common Stock which, together with the shares beneficially owned by Parent or Merger Sub (if any), represents at least a majority of the Company Common Stock then outstanding determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof and the exclusion of any treasury stock) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in EXHIBIT C hereto Exhibit A (together with the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to Minimum Condition, the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the “Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common StockConditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, payment and pay for, for all shares of Seller Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration Expiration Time. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, on the terms and subject to the conditions set forth in this Agreement and the Offer. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by 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) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any stockholders of the Company, (v) except as otherwise provided in this Section 1.01, 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 a manner adverse in any material respect to any stockholders of the Company. (d) The Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e), Merger Sub (i) shall (and Parent shall cause Merger Sub to), extend the Offer on one or more occasions for successive periods not to exceed ten (10) Business Days in each instance (or for such longer period to which the Company reasonably agrees), if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or the New York Stock Exchange (“NYSE”) applicable to the Offer, subject to any waiting period (and any extension thereof) applicable to the consummation of the Offer under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer (A) beyond January 31, 2012 (the “Outside Date”) or (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” not to exceed ten (10) Business Days in each instance (or for such longer period to which the Company reasonably agrees) (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article VIII. (g) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the acceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Company Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Buyer Parent and Merger Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer shall will be made, together with any amendments and supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). The Offer Documents Company shall comply as promptly furnish to form in Parent and Merger Sub all material respects with information concerning the requirements of Company required by the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the date first publishedone hand, sent or given and the Company, on the other hand, agree to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by applicable Law. Parent and Buyer Merger Sub further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents, as so corrected (if applicable), to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders the stockholders of Seller Common Stockthe Company, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. Seller Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment upon the on such Offer Documents prior or response, and Parent and Merger Sub shall give reasonable consideration to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, practicable but in no event later than five (5) the fifth business days after day from and including the date of the public announcement by Buyer and Seller of the terms of this Agreement, Buyer Sub shall, and Parent shall cause Newco to Sub to, commence the Offer. Unless earlier terminated in accordance with the provisions of this Agreement, the Offer shall not expire before 12:00 midnight on the date that is 20 business days from and including the date the Offer is commenced. The initial expiration date for obligation of Sub to, and of Parent to cause Sub to, commence the Offer shall be subject to the 20th business day following conditions set forth in clauses (a) through (h) set forth in Exhibit A (any of which may be waived by Sub in its sole discretion, and it being understood for all purposes of this Agreement that the commencement fact that any condition specified in the first paragraph of Exhibit A shall not have been satisfied shall not, without more, constitute a failure of any other condition set forth in Exhibit A) and to the Offerterms and conditions of this Agreement. The obligation of Newco Sub to accept for payment, and pay for, any shares of Seller Common Stock Shares tendered pursuant to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") Exhibit A (any of which may be waived in whole or in part by Buyer Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Tender Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. . Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (bi) Buyer reduce the number of Shares subject to the Offer, (ii) reduce the price per Share to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A, (iv) except as provided in the next two sentences, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) otherwise amend the Offer in any manner materially adverse to the Company's stockholders. Notwithstanding the foregoing, Sub may, without the consent of Sellerthe Company, cause Newco to (Ai) extend the Offer, Offer if at the scheduled or extended expiration date of the Offer any of the Offer Conditions conditions to Sub's obligation to purchase Shares (as set forth in Exhibit A) shall not be satisfied or waived, until such time as such conditions are satisfied or waivedsatisfied, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or for any period required by applicable law and (Ciii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) 10 business days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if if, on such expiration date there shall date, the number of Shares tendered (and not have been tendered at least withdrawn) pursuant to the Offer represents less than 90% of the outstanding shares Fully Diluted Shares (as defined in Exhibit A). Sub and Parent agree that if at any scheduled expiration date of Seller Common Stockthe Offer the HSR Condition (as defined in Exhibit A) has not been satisfied, but at such scheduled expiration date all the other conditions set forth in Exhibit A shall have been satisfied (other than the Minimum Tender Condition), Sub may (and at the request of the Company (confirmed in writing) shall) extend the Offer (a "Special Extension") from time to time until the HSR Condition has been satisfied. In no event may the Company or Sub require that the Offer be extended to a date later than 270 days following the date hereof by Special Extensions or to a date later than 180 days following the date hereof for any other reason. Subject to the terms and conditions of the Offer and this Agreement, Buyer Sub shall, and Parent shall cause Newco to accept Sub to, pay for payment, and pay for, all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Newco Sub becomes obligated to accept for payment and pay for, purchase pursuant to the Offer as promptly as practicable after the expiration of the Offer. (cb) On the date of commencement of the Offer, Buyer Parent and Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (as defined herein) the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common StockCompany's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Sub with respect to information supplied by the Company for inclusion in the Offer Documents. Each of BuyerParent, Newco Sub and Seller agree the Company agrees promptly to correct amend or supplement any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer each of Parent and Sub further agrees to cause Newco to take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stockthe Company's stockholders, in each case as and to the extent required by applicable federal Federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the holders of Seller Common StockCompany. Buyer agrees to cause Newco Parent and Sub agree to provide Seller the Company and its counsel with any comments BuyerParent, Newco Sub or their counsel may receive have received from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the provisions of this Agreementevents set forth in Annex A hereto shall have occurred or be existing, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five (5) business days after the date of the initial public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco Purchaser's intention to commence the Offer. The initial expiration date for Purchaser shall not, without the Offer shall be the 20th business day following the commencement consent of a majority of the Offer. The obligation of Newco to Independent Directors, accept for payment, and pay for, payment any shares of Seller Common Stock Shares tendered pursuant to the Offer unless at least a majority of the then issued and outstanding Shares, other than Shares owned by Parent and Purchaser, shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "First Minimum Condition"). The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer (i) shall be subject to the condition (the "Second Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent and Purchaser shall constitute not less than 90% (or such other amount which would allow the Merger to be effected without a meeting of the Company's stockholders in accordance with Section 253 of the Delaware Law) of the then issued and outstanding Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) shall be subject to the satisfaction of the other conditions set forth in EXHIBIT C hereto Annex A hereto. Purchaser expressly reserves the right to waive any such condition (except the "OFFER CONDITIONS") (any of which may be waived First Minimum Condition), to increase the price per Share payable in whole or in part by Buyer in its sole discretion) the Offer, and to make any other changes in the terms and conditions of this Agreement. the Offer; provided, however, that (bi) Buyer mayno change may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A hereto and (ii) in the event all conditions set forth in Annex A shall have been satisfied other than the Second Minimum Condition, without the consent of Seller, cause Newco to (A) Purchaser may extend the Offer, if at Offer for a period or periods aggregating not more than 20 business days after the scheduled or extended later of (x) the initial expiration date of the Offer any and (y) the date on which all other conditions set forth in Annex A shall have been satisfied, after which time Purchaser shall waive the Second Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common StockOffer. Subject to the terms and conditions of the Offer (including, without limitation, the First Minimum Condition and this Agreementthe Second Minimum Condition), Buyer Purchaser shall cause Newco to accept for paymentpay, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, for all Shares validly tendered and not withdrawn. (cb) On As soon as reasonably practicable on the date of commencement of the Offer, Buyer Purchaser shall cause Newco to file with the SEC Securities and Exchange Commission (the "SEC") (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE Schedule 14D-1") with respect to the OfferOffer and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, which the "Schedule 13E-3") with respect to the Offer and the other transactions contemplated hereby (the "Transactions"). The Schedule 14D-1 and the Schedule 13E-3 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a forms of the related letter of transmittal and any related summary advertisement (such the Schedule 14D-1 and 14D-1, the documents included therein pursuant to which Schedule 13E-3, the Offer shall be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Parent, Purchaser and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller Company agree promptly to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that such information which shall have become false or misleading in any material respectmisleading, and Buyer Parent and Purchaser further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 and the Schedule 13E-3 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable the opportunity to review and comment upon on the Offer Documents and any amendments thereto prior to their the filing thereof with the SEC or dissemination to SEC. Parent and Purchaser shall provide the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller Company and its counsel with a copy of any written comments Buyer, Newco or their counsel telephonic notification of any verbal comments Parent or Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and shall provide the Company and its counsel with a copy of such commentsany written responses and telephonic notification of any verbal responses of Parent, Purchaser or their counsel.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and that none of the provisions of this Agreementevents set forth in Annex A hereto shall have occurred and be continuing, Purchaser shall commence the Offer as promptly as practicable, but reasonably practicable (and in no any event later than five (5within ten Business Days) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Purchaser to accept for payment, and pay for, any shares of Seller Common Stock payment Shares tendered pursuant to the Offer shall be subject to the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on an as-if-converted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights)) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of each of the other conditions set forth in EXHIBIT C hereto Annex A hereto. Purchaser expressly reserves the right (i) to waive any such condition (provided, that Purchaser shall not waive the "OFFER CONDITIONS"Minimum Condition without the written consent of the Company), (ii) to increase the price per Share payable in the Offer and (iii) to make any other changes in the terms of which the Offer; provided, however, that in the case of clause (iii) no change may be waived made which (w) decreases the Offer Price payable in whole the Offer or changes the form of consideration to paid in part by Buyer the Offer, (x) reduces the maximum number of Shares to be purchased in its sole discretionthe Offer, (y) and imposes conditions to the Offer in addition to or different from those set forth in Annex A hereto or (z) is otherwise disadvantageous to the stockholders of the Company. Subject to the prior satisfaction or waiver by Parent or Purchaser of the Minimum Condition, with the written consent of the Company, and the other conditions of the Offer set forth in Annex A hereto, Purchaser shall consummate the Offer in accordance with its terms and conditions of this Agreement. (b) Buyer accept for payment and pay for all Shares tendered pursuant to the Offer as soon as practicable after Purchaser is legally permitted to do so under applicable law. Notwithstanding the foregoing, Purchaser may, without the consent of Sellerthe Company, cause Newco to (Ai) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if if, at the scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (Bii) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the U.S. Securities and Exchange Commission (the "“SEC") ”), or the staff thereof thereof, applicable to the Offer or any period required by applicable law and (C) extend Offer. In addition, if, on the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest initial scheduled expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such and each subsequent scheduled expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares any of Seller Common Stock validly tendered and not withdrawn pursuant the conditions to the Offer that Newco becomes obligated to accept for payment and pay foris not satisfied or waived, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of Purchaser shall extend the Offer, Buyer if such condition or conditions could reasonably be expected to be satisfied prior to the Termination Date, from time to time until such conditions are satisfied or waived; provided, that Purchaser shall cause Newco not be required to file extend the offer beyond the Termination Date. Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the SEC a Tender Offer Statement on Schedule 14D-1 Securities Exchange Act of 1934, as amended (the "SCHEDULE 14D-1"“Exchange Act”). Purchaser shall not terminate the Offer prior to any scheduled expiration date (as the same may be extended or required to be extended) with respect to without the Offerwritten consent of the Company, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and except in the documents included therein event that Purchaser terminates this Agreement pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS")Section 7.1. The Offer Documents shall comply as Price shall, subject to form in all material respects with the requirements applicable withholding of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documentstaxes, on the date first published, sent or given be net to the holders of shares of Seller Common Stockseller in cash, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.upon

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the provisions of this Agreementconditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicablepracticable after the date hereof, but in no event later than five (5) business days after the date of following the public announcement by Buyer and Seller of the terms of this Agreement, Buyer shall cause Newco commence an offer (the "Offer") to commence purchase all of the Offeroutstanding shares of common stock, par value $.01 per share (the "Shares"), of the Company at a price of $28.00 per Share, net to the seller in cash. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth condition that there shall be validly tendered in EXHIBIT C hereto (accordance with the "OFFER CONDITIONS") (any terms of which may be waived in whole or in part by Buyer in its sole discretion) and the Offer prior to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least a majority of the total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to issue (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the Offer and to make any 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 of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition, extends the Offer (except as set forth in the following sentence), or makes any other change to any condition to the Offer set forth in Annex I which is materially adverse to the holders of Shares. Subject to the terms of the Offer in this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Merger Subsidiary shall accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and shall pay for all such Shares promptly after acceptance; PROVIDED that Merger Subsidiary may extend the Offer if, at the scheduled expiration date of the Offer or any extension thereof any of the conditions to the Offer Conditions shall not be satisfied or waivedhave been satisfied, until such time as such conditions are satisfied or waived, (B) and Merger Subsidiary may extend the Offer for any a further period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period time of not more than ten (10) 20 business days beyond to meet the latest objective (which is not a condition to the Offer) that there be validly tendered, in accordance with the terms of the Offer, prior to the expiration date that would otherwise be permitted under clause of the Offer (Aas so extended) or (B) and not withdrawn a number of this sentenceShares, if on such expiration date there shall not have been tendered which together with Shares then owned by Parent and Merger Subsidiary, represents at least 9080% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the OfferFully Diluted Shares. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer Parent and Merger Subsidiary shall cause Newco to (i) file with the SEC (defined below in Section 4.1(a)) a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") 14D-l with respect to the Offer, Offer which shall will contain an the offer to purchase and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, collectively the "OFFER DOCUMENTSOffer Documents"). The ) and (ii) cause the Offer Documents shall comply as to form in all material respects with the requirements be disseminated to holders of the Exchange Act (as defined herein) Shares. Parent, Merger Subsidiary and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents Schedule 14D-l prior to their filing its being filed with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, practicable but in no event later than five (5) business days after the date of the public announcement by Buyer Parent and Seller the Company of this Agreement, Buyer Sub shall, and Parent shall cause Newco to Sub to, commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Seller Common Stock Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto Exhibit A (the "OFFER CONDITIONSOffer Conditions") (any of which may be waived in whole or in part by Buyer Sub in its sole reasonable discretion, except that Sub shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the Company) and to the terms and conditions of this Agreement. . Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (bi) Buyer reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) amend or add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of Sellerthe Company, cause Newco to (Ai) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (Ciii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than ten (10) 10 business days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer Sub shall, and Parent shall cause Newco to Sub to, accept for payment, and pay for, all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Newco Sub becomes obligated to accept for payment payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (cb) On the date of commencement of the Offer, Buyer Parent and Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Parent and Sub agree that the Offer Documents shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (as defined herein) the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common StockCompany's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Sub with respect to information supplied by the Company or any of its shareholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of BuyerParent, Newco Sub and Seller the Company agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer Parent and Sub further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stockthe Company's shareholders, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders shareholders of Seller Common Stockthe Company. Buyer agrees to cause Newco Parent and Sub agree to provide Seller the Company and its counsel any comments BuyerParent, Newco Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the provisions of this Agreementconditions set forth in Annex I hereto, as promptly as practicablepracticable after the date hereof, but in no event later than five (5) U.S. business days after the date of following the public announcement by Buyer and Seller of the execution of this Agreement, Buyer Merger Subsidiary shall cause Newco commence an offer (the "OFFER") to commence purchase (i) all of the OfferCommon Shares at a price of $28.00 per Common Share ("COMMON SHARE PRICE") and (ii) all of the Preferred Shares at a price equal to the Common Share Price times 326.531 per Preferred Share, in each case, net to the seller in cash. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, represents at least a majority of the Common Shares outstanding on a fully-diluted basis (the "MINIMUM CONDITION") and to the other conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to waive any of which the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond the date referred to in whole or in part by Buyer in its sole discretion) Section 10.01(b)(i). Subject to the foregoing and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waivedMerger Subsidiary shall, 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 U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer Parent shall cause Newco to accept for paymentit to, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.as

The Offer. (a) Subject Upon the terms and subject to the provisions --------- conditions of this Agreement, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five (5) business days Business Days after the date of the initial public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco Purchaser's intention to commence the Offer. The initial scheduled expiration date for the Offer shall be the 20th business day 20 Business Days following the commencement of the Offer. The obligation of Newco Purchaser to accept for payment, payment and pay for, any shares of Seller Common Stock for Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that there ----------------- shall have been validly tendered and not withdrawn prior to the expiration of the Offer at least such number of Shares which, when added to any shares of Common Stock already owned by Parent, shall constitute a majority of the then outstanding shares of Common Stock on a fully diluted basis (including, without limitation, all shares of Common Stock issuable upon the conversion of the ESOP Preferred Stock and any convertible securities or upon the exercise of any options, warrants or rights) and also shall be subject to the satisfaction of the other conditions set forth in EXHIBIT C Annex A hereto. The conditions to the Offer set forth in Annex A hereto (are for the "OFFER CONDITIONS") (any benefit of which Parent and Purchaser regardless of the circumstances giving rise to such conditions or, except as expressly set forth herein, may be waived by Parent and Purchaser in whole or in part by Buyer part. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in its sole discretion) the Offer, and to make any other changes in the terms and conditions of this Agreement. the Offer; provided, however, that without the -------- ------- prior written consent of the Company, Parent and Purchaser shall not (bi) Buyer waive the Minimum Condition, (ii) decrease the price per Share payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or add to the conditions to the Offer set forth in Annex A hereto, (v) extend the Offer, (vi) change the form of consideration payable in the Offer, or (vii) amend, add to or waive any other term of the Offer in any manner which would be adverse to the Company or the Holders. Notwithstanding the foregoing, Purchaser may, without the consent of Sellerthe Company, cause Newco to (A) extend the Offer: (i) if, if at on the scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions conditions to Purchaser's obligation to accept for payment and pay for the Shares shall not be have been satisfied or waived, until such time as the fifth Business Day after the date Purchaser reasonably believes to be the earliest date on which such conditions are satisfied or waived, will be satisfied; (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the its staff thereof applicable to the Offer Offer; or any period required by applicable law and (Ciii) extend the Offer on one or more occasions from time to time, for an aggregate period of not more than ten 10 Business Days (10for all such extensions) business days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence. In addition, if if, on such the scheduled expiration date there of the Offer, (i) the waiting period under the HSR Act shall not have expired or been tendered at least 90% terminated, (ii) the Commission of the outstanding shares European Union shall not have approved the Transactions under Regulation (EC) No. 4064/89, as amended, of Seller the Council of the European Union or (iii) a temporary restraining order prohibiting the purchase of the Shares shall have been issued by a court of competent jurisdiction in any country in which the Company or its Subsidiaries have operations material to the Company and its Subsidiaries, taken as a whole, the Purchaser shall extend the Offer from time to time until five Business Days after the expiration or termination of the waiting period under the HSR Act, such approval of the Commission of the European Union or the lifting of such temporary restraining order, subject to the right of Parent, Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. The Per Common StockShare Amount and the Per Preferred Share Amount shall be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer Offer, Purchaser shall, and this Agreement, Buyer Parent shall cause Newco to accept for paymentPurchaser to, and pay forpay, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, for all Shares validly tendered and not withdrawn. (cb) On As promptly as reasonably practicable on the date of commencement of the Offer, Buyer Purchaser shall cause Newco to file with the SEC (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE Schedule 14D-1") with respect to the Offer, which . The Schedule 14D-1 shall contain --------------- or shall incorporate by reference an offer to purchase (the "Offer to Purchase") ----------------- and a forms of the related letter of transmittal and any related summary advertisement (such the Schedule 14D-1 and the documents included therein pursuant to which 14D-1, the Offer shall be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). The Company and its counsel --------------- shall be given a reasonable opportunity to review and comment on the Offer Documents shall comply as prior to form in all material respects the filing thereof with the requirements of the Exchange Act (as defined herein) SEC. Parent, Purchaser and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller Company agree promptly to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that such information which shall have become false or misleading in any material respectmisleading, and Buyer Parent and Purchaser further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockHolders, in each case as and to the extent required by applicable federal securities laws. Seller Parent and Purchaser agree to provide the Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders copies of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any written comments BuyerParent, Newco Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, practicable but in no event later than five (5) business days after the date of the public announcement by Buyer Parent and Seller the Company of this Agreement, Buyer Sub shall, and Parent shall cause Newco to Sub to, commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Sub to accept for payment, and pay for, any shares of Seller Common Stock Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto Exhibit A (the "OFFER CONDITIONSOffer Conditions") (any of which may be waived in whole or in part by Buyer Sub in its sole discretion, provided that, without the prior written consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. . Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (bi) Buyer reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) amend or add to the Offer Conditions, (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of Sellerthe Company, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) 10 business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares Shares. Parent and Sub agree that if all of Seller Common Stockthe Offer Conditions are not satisfied on any scheduled expiration date of the Offer 7 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 required to extend the Offer beyond September 28, 1998. Subject to the terms and conditions of the Offer and this Agreement, Buyer Sub shall, and Parent shall cause Newco to Sub to, accept for payment, and pay for, all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Newco Sub becomes obligated to accept for payment payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (cb) On the date of commencement of the Offer, Buyer Parent and Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Parent and Sub agree that the Offer Documents shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (as defined herein) the "Exchange Act"), and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common StockCompany's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of BuyerParent, Newco Sub and Seller the Company agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer Parent and Sub further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stockthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders stockholders of Seller Common Stockthe Company. Buyer agrees to cause Newco Parent and Sub agree to provide Seller the Company and its counsel any comments BuyerParent, Newco Sub or their counsel may receive from the SEC or its staff with 8 respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (ai) Subject to Provided that this Merger Agreement shall not have been terminated in accordance with Section 8.01 and none of the provisions of this Agreementevents set forth in Annex A hereto shall have occurred or be existing, as promptly soon as practicable, practicable (but in no event later than five (5) business days after the date of from the public announcement by Buyer and Seller of the terms of this Merger Agreement, Buyer ) the Offerors shall cause Newco to commence the Offer. The initial expiration date for of the Offer shall be the 20th twentieth business day following from and after the commencement of date the Offer. Offer is commenced (the "Initial Expiration Date"). (ii) The obligation of Newco the Offerors to accept for payment, payment and pay for, any shares of Seller Common Stock for Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the following conditions: (A) that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which, when taken together with all Shares owned by the Offerors, represents at least ninety percent of the then outstanding Shares on a fully-diluted basis (the "Minimum Condition"), and (B) the conditions set forth in EXHIBIT C Annex A hereto (collectively, the "OFFER CONDITIONSAdditional Offer Conditions," and together with the Minimum Condition, the ") (Offer Conditions"), any of which Additional Offer Conditions may be waived by the Offerors in whole or in part by Buyer in its their sole discretion. (iii) and The Offerors expressly reserve the right to amend or make changes to the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company (expressed in a resolution adopted by both the Special Committee and the Board), the Offerors shall not (v) decrease the Offer Price or change the form of consideration to be paid in the Offer, (w) waive or modify the Minimum Condition, (x) decrease the number of Shares sought in the Offer, (y) impose any additional conditions to the Offer from the Offer Conditions, or (z) otherwise amend the Offer in a manner that would adversely affect the holders of Shares. The Company agrees that no Shares owned by the Company for its account will be tendered pursuant to the Offer. Notwithstanding anything in this Agreement. (b) Buyer mayMerger Agreement to the contrary, without the consent of Sellerthe Company, cause Newco the Offerors shall have the right to (A) extend the OfferOffer beyond the Initial Expiration Date in the following events: (1) from time to time if, if at the scheduled Initial Expiration Date (or extended expiration date of the Offer Offer, if applicable), any of the conditions to the Offer Conditions shall have not be been satisfied or waived, until such time as such conditions are satisfied or waived, ; (B2) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law Law (as hereinafter defined); or (3) pursuant to an amendment to the Offer providing for a "subsequent offering period" to the extent permitted under, and (C) in compliance with, Rule 14d-11 under the Exchange; provided, that notwithstanding anything to the contrary, if any of the conditions to the Offer are not satisfied or, if applicable, waived on any scheduled expiration date of the Offer, the Offerors shall be required to extend the Offer on one or more occasions for an aggregate a period of not more than ten (10) 10 business days and, if at the end of such 10 business day period all of the conditions to the Offer are still not satisfied or, if applicable, waived, an additional period of 10 business days; provided further, that, without the consent of the Company (expressed in a resolution adopted by both the Special Committee and the Board), the Offerors shall not extend the Offer beyond the latest expiration date that would otherwise be permitted under clause is 50 business days from the date on which the Offer was commenced. (Aiv) Following the satisfaction or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions waiver of the Offer and this AgreementConditions, Buyer Purchaser shall cause Newco to accept for payment, and pay forin accordance with the terms of the Offer, all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn as soon as it is permitted to do so pursuant to applicable Law. On or prior to the dates that Newco Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes obligated to accept for payment and pay for, for Shares pursuant to the Offer and Merger, Mr. Sosnoff shall provide, or ▇▇▇▇▇ ▇▇ ▇▇ provided, to Purchaser (or, in the case of the Merger, the Surviving Corporation) the funds necessary to pay for all Shares that Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes so obligated to accept for payment and pay for pursuant to the Offer and Merger, as promptly the case may be. The Offer Price shall, subject to any required withholding of Taxes (as practicable after defined below), be net to the expiration stockholder in cash without interest and less any required withholding taxes, upon the terms and subject to the conditions of the Offer. (cb) On the date of commencement of the Offer, Buyer The Offerors shall cause Newco to file with the SEC on the date that the Offer is commenced a Tender Offer Statement on Schedule 14D-1 TO (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSSchedule TO") which will contain, among other things, the offer to purchase, form of the related letter of transmittal and summary advertisement (together with any supplements or amendments thereto, the "Offer Documents"), and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as a part of the Schedule TO (the "Offeror Schedule 13E-3"). The Offer Documents and Offeror Schedule 13E-3 shall comply as to form in all material respects with the requirements provisions of applicable federal securities laws and, on the Exchange Act (as defined herein) and date filed with the rules and regulations promulgated thereunder and the Offer DocumentsSEC and, if applicable, on the date first published, sent or given to the holders of shares of Seller Common StockCompany's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly except that no representation is made by the Offerors with respect to correct any information provided supplied by it the Special Committee in writing for use inclusion in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer Documents. The Offerors further agrees to cause Newco agree to take all steps necessary to cause the Offer Documents and Offeror Schedule 14D-1 as so corrected 13E-3 to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Offerors agree promptly to correct any information provided by them or it for use in the Offer Documents or Offeror Schedule 13E-3 if and to the extent that it shall have become false and misleading in any material respect and the Offerors further agree to take all steps necessary to cause the Offer Documents or Offeror Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Special Committee and its counsel shall be given reasonable the opportunity to review the Schedule TO and comment upon the Offer Documents prior to their filing Offeror Schedule 13E-3 before it is filed with the SEC or dissemination to SEC. In addition, the holders of Seller Common Stock. Buyer agrees to cause Newco Offerors agree to provide Seller the Special Committee and its counsel with any comments Buyer, Newco or other communications that they or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offeror Schedule 13E-3 promptly after the receipt of such comments or other communications. (c) The Offerors agree to provide the Special Committee and its counsel with any comments or other communications that either of them or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly or Offeror Schedule 13E-3 after the receipt of such commentscomments or other communications.

The Offer. (a) Subject to the provisions of this AgreementProvided that nothing shall have occurred and be continuing that, as promptly as practicable, but in no event later than five (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for had the Offer shall be been commenced, would give rise to a right to terminate the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered Offer pursuant to the Offer shall be subject to any of the conditions set forth in EXHIBIT C hereto Annex I, as promptly as practicable after the date hereof and in any event within ten calendar days after the date hereof, Merger Subsidiary shall commence (within the "OFFER CONDITIONS"meaning of Rule 14d-2 under the ▇▇▇▇ ▇▇▇) (the Offer to purchase any and all of which may be waived in whole or in part by Buyer in its sole discretion) and the outstanding Shares at the Offer Price, net to the seller in cash. The Offer shall only be subject to the condition that there shall be validly tendered in accordance with the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at prior to the scheduled or extended expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and/or Merger Subsidiary, represents at least two-thirds of the total number of Shares outstanding on a fully diluted basis (the “Minimum Condition”) and to the other conditions set forth in Annex I. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer Conditions shall and to make any change in the terms of or conditions to the Offer; provided that, without the prior consent of the Company, (i) the Minimum Condition may not be satisfied waived and (ii) no change may be made that changes the form of consideration to be paid, decreases the Offer Price or waivedthe number of Shares sought in the Offer, until such time as such imposes conditions are satisfied to the Offer in addition to those set forth in Annex I or waivedmodifies the conditions set forth in Annex I or amends any other term of the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, (Bx) without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law Applicable Law and (Cy) if any condition to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer on one from time to time until such conditions are satisfied or more occasions for an aggregate period of waived; provided, in each case, that Merger Subsidiary shall not more than ten (10) business days be required to extend the Offer beyond the latest End Date. Following expiration date that would otherwise be permitted under clause of the Offer, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (A“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Merger Subsidiary shall not terminate or (B) withdraw the Offer other than in connection with the termination of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common StockAgreement in accordance with Article 11 hereof. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to accept for paymentit to, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (ii) validly tendered in the Subsequent Offering Period (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”). (cb) On the date of commencement of the Offer, Buyer Parent and Merger Subsidiary shall cause Newco to (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which the “Schedule TO”) that shall contain an offer include the summary term sheet required thereby and, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement and other appropriate ancillary Offer documents (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madecollectively, together with any amendments or supplements or amendments thereto, the "OFFER DOCUMENTS"). The “Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined hereinDocuments”) and the rules and regulations promulgated thereunder and (ii) cause the Offer Documents, on along with the date first publishednotice of the Merger required by Section 3-106(d)(1) of Maryland Law (the “Notice of Merger”), sent or given to the be disseminated to holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingShares. Each of BuyerParent, Newco Merger Subsidiary and Seller agree the Company agrees promptly to correct any information provided by it for use in the Schedule TO, the Offer Documents or the Notice of Merger if and to the extent that such information shall have become (or shall become known to be) false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco to take all steps necessary Merger Subsidiary shall use their reasonable best efforts to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case case, as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents prior to their filing each time before any such document is filed with the SEC or dissemination SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the holders of Seller Common StockCompany and its counsel. Buyer agrees to cause Newco to Parent and Merger Subsidiary shall provide Seller the Company and its counsel with (i) any comments Buyeror other communications, Newco whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after the receipt of such commentsthose comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given).

The Offer. (a) Subject to the provisions conditions of this Agreement, as promptly as reasonably practicable, but in no event later than five (5) business days after the date of the public announcement by Buyer Sub shall, and Seller of this Agreement, Buyer Parent shall cause Newco 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 commence herein as the "Exchange Act") the Offer. The initial expiration date for obligations of Sub to, and of Parent to cause Sub to, commence the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to and accept for payment, and pay for, any shares of Seller Company Common Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in EXHIBIT C hereto (Exhibit A attached hereto. Sub expressly reserves the "OFFER CONDITIONS") (right to waive any of which may be waived in whole or in part by Buyer in its sole discretion) and condition to the Offer or amend or modify the terms and conditions of this Agreement. (b) Buyer maythe Offer, except that, without the written consent of Sellerthe Company, cause Newco Sub shall not (i) reduce the number of shares of Company Common Stock subject to (A) extend the Offer, (ii) reduce the Merger Consideration per share of Company 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 Company Common Stock, or (iv) change the form of consideration payable in the Offer. Parent and Sub agree that if at all of the conditions to the Offer are not satisfied on any scheduled or extended expiration date of the Offer any then, provided that all such conditions are reasonably capable of being satisfied, Sub shall extend the Offer Conditions shall not be satisfied or waived, from time to time until such time as such conditions are satisfied or waived, (B) provided that Sub shall not be required to extend the Offer for any period required by any rulebeyond February 10, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock2002. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Buyer Sub shall, and Parent shall cause Newco to accept Sub to, pay for payment, and pay for, all shares of Seller Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco Sub becomes obligated to accept for payment and pay for, purchase pursuant to the Offer as promptly as practicable after the expiration of the Offer. (cb) On the date of commencement of the Offer, Buyer Parent and Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Parent and Sub agree that the Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Act, and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common StockCompany's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to information supplied by the Company or any of its shareholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of BuyerParent, Newco Sub and Seller agree the Company shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC and the other Offer Documents as so corrected amended or supplemented to be disseminated to holders of Seller Common Stockthe Company's shareholders, in each case as and to the extent required by applicable federal Federal securities laws. Seller The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders shareholders of Seller Common Stockthe Company. Buyer agrees to cause Newco to Parent and Sub shall provide Seller the Company and its counsel in writing with any comments BuyerParent, Newco Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and purchase any shares of Company Common Stock that Sub becomes obligated to accept for payment, and purchase pursuant to the Offer. (d) The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company hereby represents that the Company's Board of Directors (the "Board of Directors"), at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interest of the Company and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Stock Option Agreement dated the date hereof by and between the Company and Sub (the "Option Agreement"), and (iii) resolved to recommend that the Company's shareholders accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the Merger. The Company further represents that ▇.▇. ▇▇▇▇▇▇▇▇ & Co. has rendered to the Board of Directors its written opinion (a copy of which has been furnished to Parent prior to the execution and delivery of this Agreement by the Company) to be included in the Schedule 14D-9 (as defined below), to the effect that the consideration to be received by the holders of the shares of Company Common Stock pursuant to each of the Offer and the Merger is fair to the holders of such shares from a financial point of view. The Company has been advised that all of its directors and executive officers intend to tender their shares of Company Common Stock pursuant to the Offer. (e) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended or supplemented from time to time, the "Schedule 14D-9") describing the recommendation of the Board of Directors of the Company to the Company's shareholders that they accept the Offer, tender their shares pursuant to the Offer and approve this Agreement and shall mail the Schedule 14D-9 to the holders of Company Common Stock. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub shall promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's shareholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to shareholders of the Company. The Company shall provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (f) In connection with the Offer and the Merger, the Company shall cause its transfer agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders, the consenting beneficial owners and the names and addresses of the brokers representing the non-consenting beneficial holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's shareholders Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company all copies of such information then in their possession.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five (5) Within ten business days (as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, “Business Days”) after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, (and the Company shall cooperate with Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) an offer to purchase all outstanding shares of Common Stock of the public announcement Company at the purchase price of $16.00 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Buyer and Seller Merger Sub pursuant to the terms of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration , the “Per Share Amount”) and shall, on the date for the Offer shall be the 20th business day following the of commencement of the Offer. The obligation of Newco Offer but after affording the Company and its counsel reasonable opportunity to accept for paymentreview and comment thereon and giving reasonable and good faith consideration to any comments made thereby, file a Tender Offer Statement on Schedule TO (together with all amendments and pay forsupplements thereto, any shares of Seller Common Stock tendered pursuant to including the Offer shall be subject to exhibits thereto, the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion“Schedule TO”) and to all other necessary documents with the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "“SEC"”) or and cause such documents to be disseminated to holders of shares of Common Stock, as required by Rule 14d-4 promulgated under the staff thereof applicable Exchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer or any period required by Documents will comply in all material respects with the provisions of all applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common StockFederal securities Laws. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the conditions set forth in Annex B hereto (the “Tender Offer and this AgreementConditions”), Buyer Parent shall cause Newco to Merger Sub to, and Merger Sub shall, upon the expiration of the Offer, accept for payment, and pay forfor (after giving effect to any required withholding or stock transfer Tax), all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated and not validly withdrawn on the Acceptance Date. The obligation of Merger Sub to accept for payment and to pay forfor any shares of Common Stock validly tendered shall be subject solely to the satisfaction or waiver by Merger Sub of the Tender Offer Conditions. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such seller. No shares of Common Stock held by the Company or its Subsidiaries shall be tendered pursuant to the Offer as promptly as practicable after the expiration of the Offer. (cb) On Parent on behalf of Merger Sub expressly reserves the date of commencement right from time to time, subject to Section 1.1(c) and Section 1.1(d), in its sole discretion, to waive any Tender Offer Condition, to increase the Per Share Amount or to make any other changes in the terms and conditions of the Offer; provided, Buyer that without the prior written consent of the Company, Merger Sub shall cause Newco not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer (other than by adding consideration), (ii) decrease the number of shares of Common Stock to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to be purchased in the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements iii) amend or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements waive satisfaction of the Exchange Act Minimum Condition (as defined hereinin Annex B), (iv) and the rules and regulations promulgated thereunder and impose additional conditions to the Offer Documents, on or modify any conditions to the date first published, sent or given Offer in a manner adverse to the holders of shares of Seller Common Stock, (v) make any change in the Offer that would require an extension or delay of the then current Expiration Date; provided, however, that this clause (v) shall not contain limit the right of Parent and Merger Sub to extend the Expiration Date as required or permitted by Section 1.1(d), (vi) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, except for the Minimum Condition) or (vii) modify or amend any untrue statement other term of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinOffer, in light the case of clauses (vi) and (vii), in any manner adverse to the circumstances under which they were madeholders of shares of Common Stock in their capacities as holders of shares of Common Stock. (c) No agreement or representation hereby is made or shall be made by Parent or Merger Sub with respect to information supplied by the Company expressly for inclusion in, not misleadingor with respect to Company information derived from the Company SEC Filings that is included or incorporated by reference in, the Offer Documents. Each of BuyerParent, Newco Merger Sub and Seller agree the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco to take all steps necessary to Merger Sub shall cause the Schedule 14D-1 TO, as so corrected or supplemented, to be filed with the SEC and the other Offer Documents Documents, as so corrected or supplemented, to be promptly disseminated to holders of Seller Common Stockthe Company’s stockholders, in each case as and to the extent required by applicable federal Federal securities lawsLaws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon the on any Offer Documents prior to their filing (including each amendment or supplement thereto) before they are filed with the SEC SEC. Parent and Merger Sub shall give reasonable and good faith consideration to any comments or dissemination to other additions, deletions or changes made by the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller Company and its counsel with respect to any Offer Documents. Parent and Merger Sub shall provide the Company with (in writing, if written), and shall consult with the Company regarding, any comments Buyer(written or oral) that may be received by Parent, Newco Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review and comment upon any proposed responses before they are filed with the SEC. (d) The initial expiration date of the Offer shall be at midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall not terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 7.1 hereof. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with ARTICLE SEVEN, Merger Sub, without Parent or Merger Sub obtaining the consent of the Company, (i) shall extend the Expiration Date for any period required by the rules and regulations of the SEC or the NYSE AMEX (“NYSE AMEX”) applicable to the Offer, including in connection with an increase in the Per Share Amount, (ii) shall extend the Expiration Date if, on any then scheduled Expiration Date, any of the Tender Offer Conditions is not satisfied or waived by Parent, for such periods of up to ten Business Days at a time (or such other period as shall be approved by the Company) which such period of time as Merger Sub may deem reasonably necessary, but, except as provided in Section 1.1(d)(iii) or as required by the rules and regulations of the SEC or NYSE AMEX applicable to the Offer (including in connection with an increase in the Per Share Amount), in no event may the Expiration Date be extended pursuant to this clause (ii) to a date later than the Outside Date, and (iii) may extend the Expiration Date beyond the Outside Date for up to a period not to exceed the 13th Business Day after the last to occur of any date on which (w) the Company shall have publicly announced the receipt of an Acquisition Proposal in the event such commentsannouncement is made less than ten Business Days prior to the Outside Date, (x) the Company publicly announces its reaffirmation of its approval or recommendation of the Offer following the public announcement of the receipt of any Acquisition Proposal in the event that such reaffirmation or announcement is made less than ten Business Days prior to the Outside Date, (y) an Adverse Recommendation Change has occurred less than ten Business Days prior to the Outside Date or (z) the Company advises Parent of an Acquisition Proposal in accordance with Section 5.3(d) if such advisement is received by Parent less than ten Business Days prior to the Outside Date. Except as expressly provided in this Section 1.1(d), Parent shall not extend the Offer if all of the Tender Offer Conditions are satisfied or waived and it is permitted under applicable Law to accept for payment and pay for validly tendered shares of Common Stock that are not validly withdrawn. Nothing in this Section 1.1(d) shall affect any termination rights in ARTICLE SEVEN. (e) In the event the Acceptance Date occurs but Merger Sub does not acquire a sufficient number of shares of Common Stock to enable a Short-Form Merger to occur pursuant to Section 2.7 hereof, Merger Sub may (in its sole discretion), until the Outside Date, provide a “subsequent offering period” for a number of days to be determined by Parent but not less than three nor more than 20 Business Days in accordance with Rule 14d-11 promulgated under the Exchange Act. (f) Promptly upon the satisfaction or waiver by Merger Sub of the Tender Offer Conditions in accordance with Section 1.1(b), Parent shall cause Merger Sub to, and Merger Sub shall, (i) as soon as practicable after the Expiration Date, accept for payment and pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the date of acceptance for payment, the “Acceptance Date”), which acceptance may be by oral notice to the Paying Agent, (ii) on the Acceptance Date, deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Per Share Amount for all such accepted shares of Common Stock and (iii) as soon as practicable following such deposit, cause the Paying Agent to pay for all shares of Common Stock so accepted for payment. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (g) Promptly after the Acceptance Date, the Company shall take all action requested by Parent necessary to elect to be treated as a “controlled company” as defined by Section 801(a) of the NYSE AMEX Company Guide and make any necessary filings and disclosures associated with such status.

The Offer. (a) Subject Provided that nothing shall have occurred that, had the Offer been commenced, would give rise to a right to terminate the provisions Offer pursuant to any of this Agreementthe conditions set forth in Annex I, as promptly as practicable, but in no event later than five (5) business days practicable after the date of the public announcement by Buyer hereof, Merger Sub shall, and Seller of this Agreement, Buyer Parent shall cause Newco to Merger Sub to, commence (within the Offer. The initial expiration date for meaning of Rule 14d-2 under the Exchange Act) the Offer shall be at the 20th business day following the commencement of the OfferOffer Price. The Parent’s and Merger Sub’s obligation of Newco to accept for payment, and pay for, any for shares of Seller Company Common Stock tendered pursuant to in the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock subject to a Sale and Support Agreement (the “Committed Shares”), represents at least two-thirds (or such lesser number as may be determined by Parent and Merger Sub) of all shares of Company Common Stock then outstanding (the “Minimum Condition”) and to the other conditions set forth in EXHIBIT C hereto (Annex I. Merger Sub expressly reserves the "OFFER CONDITIONS") (right to waive any of which the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement, the Sale and Support Agreement or previously approved by the Company in writing, (i) the Minimum Condition may not be waived below that number of shares of Company Common Stock that, together with the Committed Shares, represents a majority of all shares of Company Common Stock then outstanding, (ii) no change may be waived made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Company Common Stock sought in whole the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, or otherwise amends or modifies the Offer in part by Buyer any manner materially adverse to the holders of shares of Company Common Stock and (iii) the Offer may not be extended except as set forth in its sole discretion) and this Section 1.1(a). Subject to the terms and conditions of this Agreement. , the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (bfor this purpose calculated in accordance with Section 14d-1(g)(3) Buyer may, without under the consent of Seller, cause Newco to (AExchange Act) after the date that the Offer is commenced. Merger Sub shall extend the OfferOffer (1) if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, from time to time, until the earliest to occur of (x) the satisfaction or waiver of such time as such conditions are satisfied or waivedconditions, (By) extend the reasonable determination by Parent that any such condition to the Offer is not capable of being satisfied on or prior to the Walk-Away Date, provided that the inability to satisfy such condition does not result from any breach of any provision of this Agreement by Parent or Merger Sub, and (z) the Walk-Away Date, and (2) for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend Law. Following expiration of the Offer on Offer, Merger Sub may, in its sole discretion, provide one or more occasions for an aggregate period of not more than ten subsequent offering periods (10each, a “Subsequent Offering Period”) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% in accordance with Rule 14d-11 of the outstanding Exchange Act, if, as of the commencement of each such period, the number of shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Company Common Stock validly tendered and not withdrawn pursuant to the Offer and any prior Subsequent Offering Period, together with the Committed Shares, is less than that Newco becomes obligated number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of shareholders of the Company, in accordance with Section 5.16 of TBCA. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable, all shares of Company Common Stock (A) validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after the final expiration of the OfferOffer and/or (B) validly tendered in any Subsequent Offering Period. The Offer Price payable in respect of each share of Company Common Stock validly tendered and not withdrawn pursuant to the Offer or validly tendered in any Subsequent Offering Period shall be paid net to the holder thereof in cash, subject to reduction for any applicable withholding Taxes. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer Parent and Merger Sub shall cause Newco to (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which the “Schedule TO”) that shall contain an offer include the summary term sheet required thereby and, as exhibits or incorporated by reference thereto, the Offer to purchase Purchase and a related forms of letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which advertisement, if any, in respect of the Offer shall be made(collectively, together with any amendments or supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). The , and (ii) cause the Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given be disseminated to the holders of shares of Seller Company Common Stock, . The Company shall not contain any untrue statement of a material fact promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable securities laws or omit to state any material fact required to be stated therein reasonably requested by Parent or necessary Merger Sub for inclusion in order to make the statements therein, in light of Schedule TO or the circumstances under which they were made, not misleadingOffer Documents. Each of BuyerParent, Newco Merger Sub and Seller agree the Company agrees promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco Merger Sub agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Schedule TO and the Offer Documents prior to their filing each time before any such document is filed with the SEC or dissemination SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the holders of Seller Common StockCompany and its counsel. Buyer agrees to cause Newco to Parent and Merger Sub shall promptly provide Seller the Company and its counsel with (A) any comments Buyeror other communications, Newco whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after the receipt of such commentsthose comments or other communications, and (B) a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Sub or their counsel in any discussions or meetings with the SEC.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof and none of the provisions of this Agreementevents set forth in Annex I shall have occurred and be existing, as promptly as practicable, practicable (but in no event later than five (5) business days after the date public announcement of the public announcement by Buyer and Seller execution of this Agreement), Buyer the Purchaser shall cause Newco commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer at the Offer Price and, subject to commence there being validly tendered and not withdrawn prior to the expiration of the Offer, 9,158,155 Shares (including Shares owned by Parent, the Purchaser or any affiliates thereof) (the "Minimum Condition") and to the other conditions set forth in Annex I hereto, shall use its best efforts to consummate the Offer in accordance with its terms. The initial obligations of the Purchaser to accept for payment and to pay for any Shares validly tendered on or prior to the expiration date for of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex I hereto. The Offer shall be made by means of an offer to purchase (the 20th business day following "Offer to Purchase") subject to the commencement Minimum Condition and the other conditions set forth in Annex I hereto and reflecting, where appropriate, the other terms set forth in this Agreement. The Purchaser shall not amend or waive the Minimum Condition (other than, at Purchaser's option, to lower the Minimum Condition to a majority of the Offer. The obligation of Newco to accept for payment, issued and pay for, any shares of Seller outstanding Common Stock tendered pursuant on a fully diluted basis) and shall not decrease, or change the form of, the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares or impose any condition to the consummation of the Offer shall be subject to beyond the Minimum Condition and the conditions set forth in EXHIBIT C Annex I hereto without the written consent of the Company; provided, however, that if on the initial scheduled expiration date of the Offer, which shall be twenty-one (21) business days after the "OFFER CONDITIONS") (any of which may be waived in whole date the Offer is commenced, all conditions to the Offer will not have been satisfied or in part by Buyer waived, the Purchaser may, from time to time, in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offerexpiration date and; provided further, however, that if at on the initial scheduled or extended expiration date of the Offer any of conditions to the Offer Conditions shall that are reasonably capable of being satisfied within ten (10) business days, including the Minimum Condition, will not be have been satisfied or waived, until such time as such conditions are satisfied or waived, the Purchaser shall extend the expiration date for a minimum of ten (B10) business days. In no event shall the Purchaser be obligated to extend the Offer for any period required by any rulebeyond June 30, regulation1999. The Purchaser shall, interpretation on the terms and subject to the prior satisfaction or position waiver of the U.S. conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. (b) If more than 9,158,155 Shares are validly tendered prior to the expiration date, as may be extended pursuant to Section 1.1(a), and not withdrawn, the Purchaser will, upon the terms and subject to the conditions of the Offer, accept for payment (and thereby purchase) the Shares purchased in the Offer on a pro rata basis, with adjustments to avoid purchases of fractional shares of Common Stock, based on the number of Shares validly tendered prior to the expiration date and not withdrawn by each tendering stockholder. Subject to the terms of this Agreement, the Purchaser reserves the right (but shall not be obligated) to accept for payment more than 9,158,155 Shares pursuant to the Offer. (c) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the OfferOffer (together with all amendments and supplements thereto and including the exhibits thereto, which shall contain an offer the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madecollectively, together with any amendments and supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall will comply as to form in all material respects with the requirements provisions of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documentsapplicable federal securities laws and, on the date filed with the SEC and on the date first published, published or sent or given to the holders of shares of Seller Common StockCompany's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information furnished by the Company expressly for inclusion in the Offer Documents. Each of Buyer, Newco and Seller agree promptly to correct any The information provided supplied by it the Company expressly for use inclusion in the Offer Documents if and by Parent or the Purchaser expressly for inclusion in the Schedule 14D-9 (as hereinafter defined) will not contain any untrue statement of a material fact or omit to the extent that such information shall have become false or misleading in state any material respectfact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (d) Each of Parent and Buyer further agrees to cause Newco to the Purchaser will take all steps necessary to cause the Schedule 14D-1 as so corrected Offer Documents to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stockthe Shares, in each case as and to the extent required by applicable federal securities laws. Seller Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Schedule 14D-1 or the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further will take all steps necessary to cause the Schedule 14D-1 or the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given the reasonable opportunity to review and comment upon the Offer Documents prior to their filing initial Schedule 14D-1 before it is filed with the SEC or dissemination to SEC. In addition, Parent and the holders of Seller Common Stock. Buyer agrees to cause Newco to Purchaser will provide Seller the Company and its counsel with any comments Buyeror other communications, Newco whether written or oral, Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments or other communications.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VIII hereof and so long as none of the provisions of this Agreementevents set forth on Annex B hereto (the "Tender Offer Conditions") shall have occurred and are continuing, as promptly as practicable, but in no event later than five (5) business days practicable after the date of this Agreement (but in any event no later than ten (10) Business Days after the public announcement by Buyer execution and Seller delivery of this Agreement), Buyer Acquisition shall cause Newco to commence (within the Offer. The initial expiration date for meaning of Rule 14d-2 promulgated under the Offer shall be the 20th business day following the commencement of Exchange Act) the Offer. The obligation of Newco Acquisition to accept for payment, payment and to pay for, for any shares of Seller Common Stock Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (Tender Offer Conditions, any of which may be waived by Buyer or Acquisition in whole or in part in their sole discretion; provided, however, that Acquisition shall not waive the Minimum Condition without the prior consent of the Company. The Tender Offer Conditions are for the sole benefit of Buyer and Acquisition and may be asserted by Buyer in its sole discretion) and Acquisition regardless of the circumstances giving rise to the terms and conditions of this Agreementany such Tender Offer Conditions. (b) Buyer and Acquisition expressly reserve the right to modify the terms of the Offer; provided, however, that Acquisition shall not, without the prior written consent of the Company, (i) reduce the number of Shares to be purchased pursuant to the Offer, (ii) reduce the Offer Price, (iii) impose any additional conditions to the Offer, (iv) change the form of consideration payable in the Offer, (v) make any change to the terms of the Offer that is materially adverse in any manner to the holders of the Shares, or (vi) extend the Offer except as set forth in Section 2.1(d). (c) Assuming prior satisfaction or waiver of the Tender Offer Conditions, Acquisition shall, as soon as legally permissible after the commencement of the Offer, accept for payment, in accordance with the terms of the Offer, the Shares which have been validly tendered and not withdrawn at or prior to the expiration of the Offer. (d) Acquisition shall extend the Offer for one ten (10) Business Day period if (i) the Minimum Condition is not satisfied and (ii) all other Tender Offer Conditions are satisfied at the expiration of the initial twenty (20) Business Day Offer period, and thereafter, if, on any date on which the Offer is scheduled to expire, any Tender Offer Conditions have not been satisfied or waived, Acquisition may, without the consent of Sellerthe Company and in its sole discretion, cause Newco extend the Offer from time to time for successive extension periods for up to ten (10) Business Days on each occasion beyond the then scheduled expiration date, as Acquisition reasonably determines is necessary to permit such Tender Offer Condition to be satisfied, until the earlier to occur of (A) extend the OfferTermination Date, if at or (B) the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities earlier waived and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco Acquisition becomes obligated to accept for payment and pay for, for Shares tendered pursuant to the Offer Offer. Buyer and Acquisition may amend the Schedule TO to permit the announcement of a subsequent offering period (as promptly as practicable after such term is defined in Rule 14d-1 promulgated under the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 Exchange Act (the "SCHEDULE 14D-1Subsequent Offer Period")) with respect to the Offer, which shall contain an offer to purchase and Acquisition may include a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Subsequent Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect Period to the Offer Documents promptly after the receipt for up to a maximum of such comments.twenty (20)

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article VII and none of the provisions events set forth in Annex A hereto (the “Tender Offer Conditions”) shall have occurred and be existing, as promptly as practicable after public announcement of this Agreement, as promptly as practicable, but in no event later than five (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer Parent shall cause Newco Sub to commence (within the Offer. The initial expiration date for meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to acquire any and all Shares at the Offer Price. Subject to the Minimum Condition and subject to the other Tender Offer Conditions hereto, Sub shall be use all reasonable efforts to consummate the 20th business day following the commencement of the Offer. The obligation of Newco Offer in accordance with its terms and to accept for payment, payment and pay for, any shares of Seller Common Stock for Shares tendered pursuant to the Offer as soon as Sub is legally permitted to do so under applicable Law. With respect to such Shares, the Offer Price shall be net to the seller thereof in cash, subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (reduction for any of which may be waived in whole applicable state, federal or in part by Buyer in its sole discretion) foreign withholding or transfer taxes and otherwise subject to the terms and conditions of this Agreement. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) and shall be subject to the Minimum Condition and the other Tender Offer Conditions and shall reflect, as appropriate, the other terms set forth in this Agreement. The obligation of Sub to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction of the Tender Offer Conditions. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares subject to the Offer, (iv) waive the Minimum Condition, (v) modify or add conditions to the Tender Offer Conditions which otherwise adversely affect the holders of the Shares, or (vi) except as provided in Section 1.1(b), extend the Offer. The Offer shall remain open until 5:00 p.m., New York City time, on the day immediately following the twentieth business day (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer, unless Sub shall have extended the period of time for which the Offer is open, in accordance with Section 1.1(b) or as may be required by applicable Law. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at If on the scheduled or extended expiration date of the Offer any of (or as such date may be extended pursuant to this Section 1.1(b)), all conditions to the Offer Conditions shall have not be been satisfied or waived, until such Sub may, from time as such conditions are satisfied or waivedto time, (B) in its sole discretion, extend the expiration date of the Offer; provided, however, that Sub may only extend the Offer for any a period required by any rule, regulation, interpretation or position not to exceed ten business days (a “Ten Day Extension”) and that Sub may not make more than three Ten Day Extensions without the prior consent of the U.S. Securities Company, which consent shall not be unreasonably withheld, delayed or conditioned. If, immediately prior to the expiration date of the Offer (as it may be extended), the Shares tendered and Exchange Commission (the "SEC") or the staff thereof applicable not withdrawn pursuant to the Offer or any period required by applicable law and constitute less than 90% of the outstanding Shares (C) on a fully diluted basis), Sub may extend the Offer Offer, on one or more occasions occasions, for an aggregate period of not more than ten (10) business days beyond days, notwithstanding that all conditions to the latest expiration date that would otherwise be permitted under clause (A) or (B) Offer are satisfied as of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of Offer; provided, however, that Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. In addition, Sub may extend the Offer for any reason for up to two business days; provided that no more than three such extensions are permitted and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, provided further that if all shares of Seller Common Stock validly tendered and not withdrawn pursuant the conditions to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer have been met as promptly as practicable after of the expiration of the Offer, Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. Sub may, but shall not have the obligation to, increase the amount it offers to pay per Share in the Offer, and the Offer may be extended to the extent required by Law in connection with such increase, in each case without the consent of the Company. Following expiration of the Offer, Sub may, but is not obligated to, make available a subsequent offering period in accordance with the Exchange Act. (c) On the date of commencement of the OfferOffer is commenced, Buyer Parent and Sub shall cause Newco to file with the SEC Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule 14D-1 TO (the "SCHEDULE 14D-1"“Schedule TO”) and all other necessary documents and make all deliveries, mailings and telephone notices required by Rule 14d-3 under the Exchange Act with respect to the Offer. The Schedule TO will include, which shall contain an offer as exhibits, the Offer to purchase and Purchase, a related form of letter of transmittal and summary advertisement (such any other documents required by the Exchange Act. The Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, TO together with all exhibits thereto and any amendments or supplements or amendments thereto, thereto are hereinafter referred to collectively as the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the “Offer Documents.” Each of Parent and Sub, on the date first publishedone hand, sent or given to and the holders of shares of Seller Common StockCompany, on the other, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC Commission and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stockthe Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable the opportunity to review and comment upon suggest comments to the Offer Documents prior to their filing before they are filed with the SEC or dissemination to the holders of Seller Common StockCommission. Buyer agrees to cause Newco In addition, Parent and Sub agree to provide Seller the Company and its counsel with any comments Buyercomments, Newco whether written or their counsel oral, that Parent or Sub may receive from time to time from the SEC Commission or its staff with respect to the Offer Documents promptly after the receipt of such commentscomments or other communications and shall give the Company and its counsel the opportunity to review and suggest comments to any such communications. (d) Parent and Sub will take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (e) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the Offer. Sub shall, and Parent shall cause Sub to, pay for all Shares validly tendered and 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) Subject to Provided that this Agreement shall not have been terminated in accordance with Article IX, Newco shall commence the provisions Offer not later than the fifth business day from and including the date of initial public announcement of this Agreement, as promptly as practicable, but in no event later than five (5) business days after . Newco shall accept for payment Shares which have been validly tendered and not withdrawn pursuant to the date Offer at the earliest time following expiration of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco Offer that all conditions to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offerhave been satisfied or waived by Newco. The obligation of Newco to accept for payment, purchase and pay for, any shares of Seller Common Stock for Shares tendered pursuant to the Offer shall be subject only to such conditions and 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 final expiration date of the Offer (the "Minimum Condition"). Unless previously approved by the Company in writing, no change in the Offer may be made (i) which decreases the price per Share payable in the Offer, (ii) which changes the form of consideration to be paid in the Offer, (iii) which reduces the maximum number of Shares to be purchased in the Offer or the Minimum Condition, (iv) which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which modifies the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived Annex A in whole or in part by Buyer in its sole discretion) and a manner adverse to the terms and conditions holders of this Agreement. Shares or (bv) Buyer which amends any other term of the Offer in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, Newco may, without the consent of Sellerthe Company, cause Newco to (Ai) extend the Offer on one or more occasions for up to ten business days for each such extension beyond the then scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer), if at the then scheduled or extended expiration date of the Offer any of the Offer Conditions conditions to Newco's obligation to accept for payment and pay for the Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waivedwaived (and, at the request of the Company, Newco shall, subject to Parent's right to terminate this Agreement pursuant to Article IX, extend the Offer for additional periods, unless the only conditions not satisfied or earlier waived on the then scheduled expiration date are one or more of the Minimum Condition and the conditions set forth in paragraphs (b) and (e) of Annex A hereto, provided that (x) if the only condition not satisfied is the Minimum Condition, the satisfaction or waiver of all other conditions shall have been publicly disclosed at least five business days before termination of the Offer and (y) if paragraph (b) of Annex A hereto has not been satisfied and the failure to so satisfy can be remedied, the Offer shall not be terminated unless the failure is not remedied within 30 calendar days after Parent has furnished the Company written notice of such failure), (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (Ciii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) 5 business days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, sentence if on such expiration date there shall not have been tendered at least 90% sufficient Shares so that the Merger could be effected without a meeting of the outstanding shares Company's shareholders in accordance with Section 180.1104 of Seller Common Stockthe Wisconsin Business Corporation Law (the "BCL"). Subject to the terms and conditions of the Offer and this Agreement, Buyer Newco shall, and Parent shall cause Newco to accept to, pay for payment, and pay for, all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, purchase pursuant to the Offer as promptly soon as practicable after the expiration of the Offer. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer Newco shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement Offer (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements supplement or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall will comply as to form in all material respects with the requirements provisions of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingapplicable federal securities laws. Each of BuyerParent, Newco and Seller the Company each agree promptly to correct any information provided by it them for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, respect and Buyer Newco further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller To the extent practicable, the Company and its counsel shall be given reasonable an opportunity to review and comment upon the Offer Documents and any amendments thereto prior to their the filing thereof with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Section 9.1 and subject to the provisions of this Agreement, as promptly as practicable, practicable but in no event later than five (5) business days after the date of the public announcement by Buyer Parent and Seller the Company of this Agreement, Buyer Sub shall, and Parent shall cause Newco to Sub to, commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Sub to, and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Seller Common Stock Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto Exhibit A (the "OFFER CONDITIONSOffer Conditions") (any of which may be waived in whole or in part by Buyer Sub in its sole discretion, provided that, without the prior written consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to modify the terms of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) and reduce the number of Shares to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose any conditions to the terms and conditions of Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent not prohibited by this Agreement. ), (biv) Buyer except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) make any other change or modification in any of the terms of the Offer in any manner that is adverse to the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of Sellerthe Company, cause Newco to (Ai) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and (Ciii) extend the Offer on one or more occasions occasions, extend the Offer for a period of up to an aggregate period of not more than ten (10) 15 business days beyond the latest if, on a scheduled expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there which the Offer Conditions shall not have been tendered at least 90% satisfied or waived, the number of the outstanding shares of Seller Company Class A Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all Stock (together with any shares of Seller Company Class A Common Stock held by Parent or any of its Subsidiaries) that have been validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration represent more than 70% of the Offer. (c) On the date then issued and outstanding shares of commencement Company Class A Common Stock, but less than 90% of the Offerthen issued and outstanding shares of Company Class A Common Stock, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, number of shares of Company Class B Common Stock (together with any supplements shares of Company Class B Common Stock held by Parent or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements any of its Subsidiaries) that have been validly tendered and not withdrawn represent more than 70% of the Exchange Act (as defined herein) then issued and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of outstanding shares of Seller Company Class B Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light but less than 90% of the circumstances under which they were made, not misleading. Each then issued and outstanding shares of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Company Class B Common Stock. Buyer agrees Parent and Sub agree that Sub will not terminate the Offer between scheduled expiration dates (except in the event that this Agreement is terminated pursuant to cause Newco Section 9.1) and that, in the event that Sub would otherwise be entitled to provide Seller and its counsel terminate the Offer at any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect scheduled expiration date thereof due to the failure of one or more of the Offer Documents promptly after the receipt of such comments.Conditions, unless this Agreement shall have been terminated pursuant to Section 9.1, Sub shall, and

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the provisions of this Agreementevents set forth in Annex A hereto shall have occurred or be existing, the Merger Sub shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five (5) business days after the date initial public announcement of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco Merger Sub's intention to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement obligation of the Offer. The obligation of Newco Merger Sub to accept for payment, payment and pay for, any shares of Seller Common Stock for Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that, when added to the Shares already owned by Acquiror, shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any outstanding options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer, which shall be 20 business days after the date the Offer is commenced, and also shall be subject to the satisfaction of the other conditions set forth in EXHIBIT C hereto (Annex A hereto. The Merger Sub expressly reserves 5 the "OFFER CONDITIONS") (right to waive any of which may be waived such condition, to increase the price per Share payable in whole or in part by Buyer in its sole discretion) the Offer, and to make any other changes in the terms and conditions of this Agreement. (b) Buyer maythe Offer; provided, without however, that no change may be made which decreases the consent of Seller, cause Newco to (A) extend price per Share payable in the Offer, if at which reduces the scheduled or extended expiration date minimum number of Shares to be purchased in the Offer any of the Offer Conditions shall not be satisfied or, which amends or waived, until such time as such imposes conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by in addition to those set forth in Annex A hereto. The Per Share Amount shall, subject to applicable law withholding of taxes, be net to the seller in cash, upon the terms and (C) extend subject to the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% conditions of the outstanding shares of Seller Common StockOffer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), the Merger Sub shall pay, as soon as practicable after it is legally permitted to do so under applicable law after expiration of the Offer, for all Shares validly tendered and this Agreementnot withdrawn; provided, Buyer shall cause Newco however, that if, immediately prior to accept for paymentthe expiration date of the Offer, and pay for, all shares of Seller Common Stock validly the Shares tendered and not withdrawn pursuant to the Offer, when added to the Shares already owned by Acquiror, equal less than 90% of the then outstanding Shares, the Merger Sub may extend the Offer one time for a period not to exceed 20 business days, notwithstanding that Newco becomes obligated to accept for payment and pay for, pursuant all conditions to the Offer are satisfied as promptly as practicable after the of such expiration date of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Article VIII, and that no event shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the provisions Offer pursuant to any of this Agreementthe conditions in Annex I, as promptly as practicable, but practicable (and in no any event later than within five (5) business days Business Days) after the date of the public announcement by Buyer hereof, Acquisition Sub shall (and Seller of this Agreement, Buyer Parent shall cause Newco Acquisition Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to commence purchase all the Offeroutstanding Common Stock at a price per share equal to the Offer Price. The initial expiration date for the Offer shall be the 20th business day following the commencement consummation of the Offer. The , and the obligation of Newco Acquisition Sub to accept for payment, payment and pay for, for any shares of Seller Common Stock tendered pursuant to the Offer, shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Common Stock which, together with the number of shares of Common Stock (if any) then owned of record by Parent or Acquisition Sub or with respect to which Parent or Acquisition Sub otherwise has, directly or indirectly, sole voting power, represents at least 60% of the shares of Common Stock then outstanding (determined on a fully diluted basis) and no less than 60% of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote in the election of directors (collectively, the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex I. The conditions to the Offer set forth in Annex I are for the sole benefit of Parent and Acquisition Sub and may be asserted by Parent or Acquisition Sub regardless of the circumstances (including any action or inaction by Parent or Acquisition Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition or may be waived by Parent or Acquisition Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 2.1. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex I, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) accept for payment and pay for all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer as promptly as possible on or after the applicable Expiration Date. The Offer Price payable in respect of each share of Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Acquisition Sub expressly reserve the right to increase the Offer Price, to make other changes in the terms and conditions of the Offer or to waive any condition of the Offer; provided, however, unless previously approved by the Company in writing, Parent and Acquisition Sub shall not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition or the conditions set forth in EXHIBIT C hereto clauses (b) or (c)(i) of Annex I or (v) amend any other term or condition of the Offer in a manner adverse to the holders of Common Stock. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 9:00 a.m. (New York City time) on the date that is twenty-two (22) Business Days following the commencement of the Offer (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the "OFFER CONDITIONS"Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer (any including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied (provided that, solely for purposes of which may determining whether the Minimum Condition has been satisfied in determining whether the Offer should be extended under the first sentence of this Section 2.1(e), shares of Common Stock subject to a Support Agreement shall be deemed to have been tendered into the Offer so long as the stockholder party thereto is not then in breach of its tender obligations thereunder) or, to the extent waivable by the Parent or Acquisition Sub pursuant to this Agreement, waived by Parent or Acquisition Sub, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if the Company consents in whole or in part writing prior to such extension), the length of each such period to be determined by Buyer Parent in its sole discretion) and , in order to permit the terms and conditions satisfaction of this Agreement. (b) Buyer maysuch conditions; provided, without the consent of Sellerhowever, cause Newco to (A) extend the Offerthat, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions Acquisition Sub shall not be satisfied or waivedrequired to extend the Offer beyond August 24, until such time as such conditions are satisfied or waived2010 (the “Outside Date”) and shall not extend the Offer beyond the Outside Date without the Company’s consent. In addition, (B) Acquisition Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period periods required by applicable law and Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. Notwithstanding the foregoing, (Ci) Acquisition Sub may extend the Offer on one or more occasions Offer, in its sole discretion, for successive periods of up to five (5) Business Days each and for an aggregate period of not more than ten twenty (1020) business days Business Days (less any number of Business Days that the Offer is commenced after May 3, 2010) beyond the latest expiration date that would last scheduled Expiration Date of the Offer (and in no case beyond the Outside Date) otherwise permitted hereunder, if all of the conditions to the Offer have been satisfied (provided that, solely for purposes of determining whether the Minimum Condition has been satisfied in determining whether the Offer may be permitted extended under clause (A) or (B) the third sentence of this sentenceSection 2.1(e), if on such expiration date there shares of Common Stock subject to a Support Agreement shall not be deemed to have been tendered at least 90% into the Offer) and such extension is necessary for the conditions to the Available Financing to be fulfilled; and (ii) Acquisition Sub shall extend the Offer, if requested to do so by written notice delivered by the Company to Acquisition Sub no later than one (1) Business Day prior to the then scheduled Expiration Date of the outstanding Offer, for successive periods of up to five (5) Business days each (or such longer period as the Company and Acquisition Sub shall mutually agree) beyond the last scheduled Expiration Date of the Offer, but in no case beyond August 11, 2010, if all of the conditions to the Offer have been satisfied (provided that, solely for purposes of determining whether the Minimum Condition has been satisfied in determining whether the Offer may be extended under the third sentence of this Section 2.1(e), shares of Seller Common StockStock subject to a Support Agreement shall be deemed to have been tendered into the Offer) and such extension is necessary for the conditions to the Available Financing to be fulfilled. (f) If necessary to obtain sufficient shares of Common Stock to reach the Short Form Threshold and the Top-Up Option is otherwise legally unavailable or insufficient to permit the Company to reach the Short Form Threshold immediately after the Acceptance Time, Acquisition Sub may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of this Agreement and the Offer Offer, Acquisition Sub shall (and this Agreement, Buyer Parent shall cause Newco to Acquisition Sub to) immediately accept for payment, and promptly pay for, all shares of Seller Common Stock that are validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept during such “subsequent offering period.” The Offer Documents shall provide for payment and pay for, pursuant to the Offer as promptly as practicable after possibility of a “subsequent offering period” in a manner consistent with the expiration terms of the Offerthis Section 2.1(f). (cg) On Acquisition Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VIII. If this Agreement is terminated pursuant to Article VIII, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) promptly terminate the Offer and shall not acquire the shares of Common Stock pursuant thereto. If the Offer is terminated by Acquisition Sub, or this Agreement is terminated prior to the purchase of shares of Common Stock in the Offer, Acquisition Sub shall promptly return, and shall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with applicable Law, all tendered shares of Common Stock that have not then been purchased in the Offer to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Buyer Parent and Acquisition Sub shall cause Newco to file with the SEC SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal (the Schedule TO, Offer to Purchase and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madeletter of transmittal, together with any amendments and supplements or amendments thereto, being referred to herein as the "OFFER DOCUMENTS"“Offer Documents”). The Offer Documents shall will comply as to form in all material respects with the requirements provisions of applicable federal securities laws and, on the Exchange Act (as defined herein) date filed with the SEC and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common StockCompany’s stockholders and on the Expiration Date, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading except that no representation is made by the Parent or Acquisition Sub with respect to information supplied by the Company in writing for inclusion therein. Each Parent and Acquisition Sub agree to cause the Offer Documents to be disseminated to holders of Buyershares of Common Stock, Newco as and Seller to the extent required by all applicable Laws, including the Exchange Act. Parent and Acquisition Sub, on the one hand, and the Company, on the other hand, agree to promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Buyer further agrees to cause Newco to take all steps necessary Parent and Acquisition Sub agree to cause the Schedule 14D-1 Offer Documents, as so corrected corrected, to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller shares of Common Stock, in each case as and to the extent required by all applicable federal securities lawsLaws, including the Exchange Act. Seller The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment upon the Offer Documents prior to their filing before they are filed with the SEC or dissemination SEC, and Parent and Acquisition Sub shall give due consideration to the holders of Seller Common Stockreasonable additions, deletions or changes suggested thereto by the Company and its counsel. Buyer agrees to cause Newco to In addition, Parent and Acquisition Sub shall provide Seller the Company and its counsel promptly with copies of any comments Buyerwritten comments, Newco and shall inform them of any oral comments, that Parent, Acquisition Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any proposed written or oral responses and Parent and Acquisition Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel and to participate in any substantive telephonic communications with the staff of the SEC related thereto.

The Offer. (a) Subject Provided that this Agreement shall not have been terminated in accordance with Article VII hereof and none of the conditions set forth in Annex A hereto (the "Offer Conditions") shall have occurred or be existing, within seven (7) Business Days of the date hereof, Merger Sub will commence a tender offer (the "Offer") for all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") at a price per share of the Company Common Stock of U.S. $24.00 net to the provisions of seller in cash (such price, or any higher price paid in the Offer, the "Price Per Share") upon the terms and conditions set forth in this Agreement, as promptly as practicableincluding Annex A hereto. (b) Provided that this Agreement shall not have been terminated in accordance with Article VII hereof, but in no event later than five (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Merger Sub to accept for payment, purchase and pay for, for any shares of Seller Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto satisfaction or waiver of the Offer Conditions including the condition that at least that number of shares of Company Common Stock equivalent to a majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "OFFER CONDITIONSMinimum Condition"). Merger Sub will not, without the prior written consent of the Company (such consent to be authorized by the Company Board): (i) waive the Minimum Condition, (ii) decrease the amount or change the form of consideration payable in the Offer, (iii) decrease the number of shares of Company Common Stock sought in the Offer, (iv) impose additional conditions to the Offer, (v) change any Offer Condition or amend any other term of which may the Offer if any such change or amendment would be waived in whole materially adverse to the holders of the Company Common Stock (other than Parent or in part by Buyer in its sole discretionMerger Sub) and or (vi) except as provided below, extend the Offer if all of the Offer Conditions have been satisfied. Subject to the terms and conditions hereof, the Offer shall remain open until midnight, New York City time, on the date that is twenty (20) Business Days after the Offer is commenced (within the meaning of this Agreement. Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (b) Buyer maythe "Exchange Act")); provided, however, that without the consent of Sellerthe Company Board, cause Newco to Merger Sub may (Aw) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be have been satisfied or waived, waived for one (1) or more periods (none of which shall exceed ten (10) Business Days) until such time as such conditions are satisfied or waived, (Bx) extend the Offer for any such period as may be required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and Offer, (Cy) extend the Offer on for one (1) or more occasions periods (each such period to be for not more than five (5) Business Days and such extensions to be for an aggregate period of not more than ten twenty (1020) business days Business Days beyond the latest expiration date that would otherwise be permitted under clause (Aw) or (Bx) of this sentence, ) if on such expiration date the Offer Conditions shall have been satisfied or waived but there shall not have been tendered at least 90that number of shares of Company Common Stock which would equal more than 80% of the outstanding shares of Seller Company Common Stock. Subject to the terms and conditions of Stock or (z) extend the Offer and this Agreementfor any reason for one (1) or more periods, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required each period to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, for not misleading. Each of Buyer, Newco more than ten (10) Business Days and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected extensions to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders for an aggregate period of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.not more than

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the provisions of this Agreementconditions set forth in Annex I hereto, as ------- promptly as practicable, but in no event later than five (5) business days practicable after the date hereof, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, amend the Initial Offer to offer to purchase any and all of the public announcement by Buyer and Seller outstanding Shares at a price of this Agreement$8.50 per Share, Buyer shall cause Newco net to commence the seller in cash (the "Offer"). The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, Merger Subsidiary and Saint-Gobain, represents at least a majority of the total number of outstanding Shares on a fully diluted basis (including the exercise of all outstanding options) (the "Minimum Condition") and to the other conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to ------- waive any of which the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that, no change or waiver may be waived made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in whole the Offer or in part by Buyer in its sole discretion) and imposes conditions to the terms and conditions of this Agreement. (b) Buyer mayOffer in addition to those set forth in Annex I. Notwithstanding the foregoing, without the consent of Sellerthe Company, cause Newco ------- Merger Subsidiary shall have the right to (A) extend the OfferOffer from time to time if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, (B) ; provided that Merger Subsidiary may extend the Offer under this clause for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and (C) law. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall extend the Offer on one from time to time until such conditions are satisfied or more occasions for waived (but not beyond July 31, 2000); provided that (w) such conditions are reasonably capable of being satisfied, (x) the Company exercises its reasonable best efforts to cause such conditions to be satisfied, (y) an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there Acquisition Proposal shall not have been tendered at least 90% publicly announced and not withdrawn as of such scheduled expiration date and (z) the outstanding shares Company is in compliance with all of Seller Common Stockits covenants in this Agreement. Subject to the foregoing and to the terms and conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to accept for paymentit to, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all Shares properly tendered and not withdrawn pursuant to the Offer that Merger Subsidiary is obligated to purchase. Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the funds necessary to pay for any Shares that Merger Subsidiary becomes obligated to accept for payment, and pay for, pursuant to the Offer. (cb) On As soon as practicable after the date of commencement of the Offerhereof, Buyer Parent and Merger Subsidiary shall cause Newco to file with the SEC a amend their Tender Offer Statement on Schedule 14D-1 TO (the "SCHEDULE 14D-1Schedule TO") with respect to the Offer, which shall will contain an a supplement to the offer to purchase and a related revised letter of transmittal (the Schedule TO and summary advertisement (such Schedule 14D-1 and the all documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Parent and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable an opportunity to review and comment upon on the Offer Documents amended Schedule TO prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsbeing filed.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the provisions of this Agreementevents set forth in Annex A hereto shall have occurred or be continuing, Purchaser shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than within five (5) business days after the date of the initial public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco Purchaser's intention to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Purchaser to accept for payment, and pay for, any shares of Seller Common Stock payment Shares tendered pursuant to the Offer shall be subject to the condition (the "Minimum Condition") that there shall have been validly tendered and not withdrawn prior to the expiration of the Offer at least the number of shares of Company Common Stock and shares of Company Preferred Stock (determined as if shares of Company Preferred Stock have been converted into shares of Company Common Stock) that when added to the Shares already owned by Parent shall constitute two-thirds of the then outstanding shares of Company Common Stock on a fully diluted basis and also shall be subject to the satisfaction of each of the other conditions set forth in EXHIBIT C hereto (Annex A hereto. Purchaser expressly reserves the "OFFER CONDITIONS") (right to waive any of which may be waived such condition, to increase the price per Share payable in whole or in part by Buyer in its sole discretion) the Offer, and to make any other changes in the terms and conditions of this Agreement. (b) Buyer the Offer; provided, however, that no change may be made which decreases the price per Share payable in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which changes the form of consideration paid by Purchaser for the Shares, which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which makes any other change in the terms of the Offer that is materially adverse to the holders of the Shares. Notwithstanding the foregoing, Purchaser may, without the consent of Sellerthe Company, cause Newco to (Ai) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if if, at the scheduled or extended expiration date of the Offer Offer, any of the Offer Conditions conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (Bii) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") ), or the staff thereof thereof, applicable to the Offer Offer, or any period required by applicable law and (Ciii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) 10 business days beyond the latest expiration applicable date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if on if, as of such expiration date there shall not have been tendered at least 90% date, all of the outstanding shares of Seller Common Stock. Subject conditions to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco Purchaser's obligations to accept for payment, and to pay for, all the Shares are satisfied or waived, but the number of shares of Seller Company Common Stock and Company 3 Preferred Stock validly tendered and not withdrawn pursuant to the Offer, together with the shares of Company Common Stock and Company Preferred Stock then owned by Parent, equals 80% or more, but less than 90%, of the outstanding shares of Company Common Stock and 80% or more, but less than 90%, of each series of Company Preferred Stock, in each case, on a fully diluted basis. If, on the initial scheduled expiration date of the Offer, the waiting period under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), shall not have expired or been terminated, then Purchaser shall extend the Offer that Newco becomes obligated from time to accept for payment and pay fortime until five business days after the expiration or termination of the applicable waiting period under the HSR Act, subject to the right of Parent, Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. The price per Share payable in the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay, as promptly as practicable after the expiration of the Offer and acceptance for payment of the tendered Shares, for all Shares validly tendered and not withdrawn. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer., the Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (cb) On As promptly as reasonably practicable on the date of commencement of the Offer, Buyer Purchaser shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE Schedule 14D-1") with respect to the Offer, which . The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a forms of the related letter of transmittal and any related summary advertisement (such the Schedule 14D-1 and the documents included therein pursuant to which 14D-1, the Offer shall be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Parent, Purchaser and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller Company agree promptly to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectmisleading, and Buyer Parent and Purchaser further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 14D-1, as so corrected corrected, to be filed with the SEC SEC, and the other Offer Documents Documents, as so corrected corrected, to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel . (c) Promptly following Purchaser's acceptance for payment of the Shares, Parent shall provide to Purchaser, or cause Purchaser to be given reasonable opportunity provided, with sufficient funds to review and comment upon pay in cash the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of purchase price for such commentsShares.

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated and none of the provisions events set forth in Section (a) through (i) of this AgreementAnnex A attached hereto and made a part hereof (“Annex A”) shall have occurred and be continuing (and shall not have been waived by the Merger Sub), the Merger Sub shall, and the Parent shall cause the Merger Sub to, commence (within the meaning of Rule 14d-2 of the Exchange Act (as defined in Section 2.9(a)(ii))) the Offer as promptly as practicable, but in no event later than five (5) business days reasonably practicable after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offerhereof. The obligation of Newco the Merger Sub to accept for payment, payment and pay for, any shares of Seller Common Stock for the Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the condition that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least a majority of the then outstanding Shares on a fully-diluted basis (taking into account all Shares issued and outstanding as of the expiration of the Offer and all additional Shares that would be issued and outstanding if all vested options, warrants or rights to purchase Shares at a price per Share less than the Offer Consideration were exercised) (the “Minimum Condition”) and to the satisfaction or waiver by the Merger Sub of the other conditions set forth in Annex A (the Minimum Condition and the conditions set forth in Annex A collectively, the “Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 3.1(a)) will be tendered to the Merger Sub pursuant to the Offer. The Merger Sub expressly reserves the right to waive in whole or in part any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, imposes conditions to the Offer in addition to the conditions set forth in EXHIBIT C hereto (Annex A, waives or changes the "OFFER CONDITIONS") (Minimum Condition or makes any of which may be waived other change in whole or in part by Buyer in its sole discretion) and to the terms and conditions of the Offer that is in any manner adverse to the holders of Shares or, except as provided below, extends the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction of the Minimum Condition and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A as of any expiration date of the Offer, the Merger Sub shall accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable Legal Requirements (as defined in Section 3.2(d)). The scheduled expiration date of the Offer shall initially be 20 Business Days (as defined in Section 9.3(e)) following the date of commencement of the Offer (counting for such purposes the day the Offer is commenced as the first day of such period), and the Offer shall be extended until such time as the Offer Conditions are satisfied or, to the extent permitted by this Agreement. , waived; provided, however, that the scheduled expiration date of the Offer shall not be extended beyond 75 calendar days following the date of commencement of the Offer (bcounting for such purposes the day the Offer is commenced as the first day of such period) Buyer without the mutual written consent of the Company and the Merger Sub (such date as may be so extended, the “Outside Offer Date”). Notwithstanding the foregoing, the Merger Sub may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waivedCompany, (Bi) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the U.S. United States Securities and Exchange Commission (the "“SEC") or ”), the staff thereof or the Nasdaq National Market (“NASDAQ”) applicable to the Offer (but in no event beyond the Outside Offer Date) or any period required by applicable law and (Cii) extend the Offer on provide for one or more occasions for “subsequent offering periods” of up to an additional 20 Business Days in the aggregate period of in accordance with and to the extent permitted by Rule 14d-11 under the Exchange Act. Parent and Merger Sub shall not more than ten (10) business days beyond terminate the latest Offer prior to any scheduled expiration date that would otherwise (as the same may be permitted under clause (Aextended or required to be extended) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% without the written consent of the outstanding shares of Seller Common Stock. Subject to Company except in the terms event that Parent and conditions of the Offer and Merger Sub terminate this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn Agreement pursuant to Section 8.1. At the Offer time that Newco the Merger Sub becomes obligated to accept for payment and pay for, for Shares pursuant to the Offer, the Parent shall provide or cause to be provided to the Merger Sub the funds necessary to pay for all Shares that the Merger Sub becomes so obligated to accept for payment and pay for pursuant to the Offer. The Offer Consideration shall, subject to any required withholding of Taxes (as promptly as practicable after defined in Section 9.3(h)), be net to the expiration seller in cash, upon the terms and subject to the conditions of the Offer. (cb) On the date of the commencement of the Offer, Buyer the Merger Sub shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all exhibits, amendments and supplements thereto, the "SCHEDULE 14D-1"“Schedule TO”) with respect to the Offer, which . The Schedule TO shall contain or incorporate by reference an offer to purchase and a forms of the related letter of transmittal and summary advertisement all other ancillary Offer documents (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madecollectively, together with any all amendments and supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). The Parent and the Merger Sub shall cause the Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given be disseminated to the holders of shares of Seller Common Stockthe Shares as and to the extent required by applicable federal securities laws. The Parent and the Merger Sub, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make on the statements thereinone hand, in light of and the circumstances under which they were madeCompany, not misleading. Each of Buyeron the other hand, Newco and Seller agree will promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to the Merger Sub will cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stockthe Shares, in each case as and to the extent required by applicable federal securities lawslaws and the DGCL. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing Schedule TO before it is filed with the SEC or dissemination to SEC. In addition, the holders of Seller Common Stock. Buyer agrees to cause Newco Parent and the Merger Sub agree to provide Seller the Company and its counsel with any comments Buyercomments, Newco whether written or oral, that the Parent or the Merger Sub or either of their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents Schedule TO promptly after the receipt of such commentscomments and to consult with the Company and its counsel prior to responding to any such comments (and provide the Company and its counsel with copies of any such written response and telephonic notification of any such verbal response). If the Offer is terminated or withdrawn by the Merger Sub, the Parent and the Merger Sub shall promptly use their respective best efforts to cause the Paying Agent to cause all tendered Shares to be returned to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.7(a)).

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Article IX and provided that none of the provisions events set forth in Annex I hereto shall have occurred or be continuing, unless otherwise agreed by Parent and the Company, as soon as practicable after the public announcement of the execution of this Agreement, as promptly as practicable, but in no event later than five (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer Parent shall cause Newco Merger Sub to commence the OfferOffer to exchange all of the outstanding shares of Company Common Stock for the right to receive from Merger Sub pursuant to the Offer 0.3333 fully paid and nonassessable shares of Parent Common Stock for each share of Company Common Stock (the "Exchange Ratio"). The initial expiration date for the Offer shall be subject only to (1) the 20th condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration of the Offer, and not withdrawn, at least a number of shares of Company Common Stock that represents a majority of the shares of Company Common Stock outstanding on a Fully Diluted Basis (the "Minimum Condition") and (2) the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that no change may be made that changes the form of consideration payable in the Offer, decreases the consideration payable in the Offer, reduces the maximum number of shares of Company Common Stock to be purchased in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I or makes any other change which is adverse to the holders of Company Common Stock. Notwithstanding the foregoing, and subject to Section 10.01(d), without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) beyond the scheduled expiration date, which shall initially be 20 business day days following the commencement of the Offer. The obligation of Newco to accept for paymentOffer (the "Initial Expiration Date"), and pay forif, at the Initial Expiration Date or any extension thereof, any shares of Seller Common Stock tendered pursuant the conditions to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and or (Ciii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) 10 business days beyond the latest expiration applicable date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if on if, as of such expiration date there shall not date, all of the conditions to the Offer have been tendered at least 90% satisfied or waived, but the number of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Company Common Stock validly tendered and not withdrawn pursuant to the Offer equals more than 50%, but less than 90%, of the outstanding shares of Company Common Stock on a Fully Diluted Basis. In the event that Newco becomes obligated Merger Sub is unable to consummate the Offer on the Initial Expiration Date due to the failure of the Minimum Condition to be satisfied, Parent shall cause Merger Sub to, unless this Agreement is terminated pursuant to Article X, extend the Offer on one or more occasions and set subsequent scheduled expiration dates until the Minimum Condition has been satisfied; provided, however, that nothing contained herein shall require Parent to cause Merger Sub to extend the Offer for more than, in the aggregate, 15 business days after the Initial Expiration Date. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Parent shall cause Merger Sub to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer. (cb) On As soon as reasonably practicable on the date of commencement of the Offer, Buyer Parent shall, and Parent shall cause Newco to Merger Sub to, file with the SEC (i) a Tender Offer Statement on Schedule 14D-1 TO (together with any amendments or supplements thereto, the "Schedule TO") relating to the Offer and (ii) a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the Offer (the "SCHEDULE 14D-1Offer Registration Statement"). The Offer Registration Statement will include a prospectus containing the information required under Rule 14d-4(b) with respect to under the OfferExchange Act (together, which shall contain an offer to purchase the Schedule TO, the Offer Registration Statement and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall will be made, together with any amendments and supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Each of the Company and Parent shall use their reasonable efforts to have the Offer Documents shall comply Registration Statement declared effective under the Securities Act as to form in all material respects promptly as practicable after the filing thereof with the requirements of the Exchange Act (as defined herein) SEC and the rules and regulations promulgated thereunder and to keep the Offer Documents, on Registration Statement effective as long as necessary to complete the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingOffer. Each of BuyerParent, Newco Merger Sub and Seller the Company agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect and to supplement the Offer Documents to include any information that shall become necessary to include in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent shall, and Buyer further agrees to Parent shall cause Newco to Merger Sub to, take all steps necessary to cause the Schedule 14D-1 TO and the Offer Registration Statement as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be be, at such time as reasonably agreed by Parent and the Company, disseminated to holders of Seller shares of Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable an opportunity to review and comment upon on the Offer Documents prior to their filing being filed with the SEC or dissemination disseminated to the holders of Seller shares of Company Common Stock. Buyer agrees to Parent shall, and Parent shall cause Newco to Merger Sub to, provide Seller the Company and its counsel with any comments Buyer, Newco Parent and Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel an opportunity to participate in the response of Parent or Merger Sub to such comments.

The Offer. (a) Subject to the provisions of Provided this AgreementAgreement shall not have been terminated, as promptly as practicablepracticable after the date hereof, but in no event later than five (5) business days after the date of following the public announcement by Buyer and Seller of the terms of this Agreement, Buyer Parent shall cause Newco Merger Subsidiary to commence commence, and Merger Subsidiary shall commence, an offer (as amended or supplemented in accordance with this Agreement, the Offer"OFFER") to purchase for cash any and all of the outstanding Shares at a price of $10.25 per Share (the "OFFER PRICE"), subject to adjustment as set forth in Section 3.06 and Section 3.09, net to the seller in cash. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (any right to waive the condition to the Offer relating to the representations and warranties and covenants of which the Company, provided that no other change in the conditions to the Offer may be waived in whole or in part by Buyer in its sole discretion) and to made without the terms and conditions prior written consent of this Agreement. (b) Buyer maythe Company. Notwithstanding the foregoing, without the consent of Sellerthe Company, cause Newco Merger Subsidiary shall have the right to (A) extend the OfferOffer (i) from time to time if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, waived or (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and law, provided that, each such extension shall be for such period (Cnot to exceed 20 business days without the consent of Parent) as may be specified by the Company. If all of the conditions to the Offer are satisfied or waived on any scheduled expiration date of the Offer, the Company shall have the right to require Merger Subsidiary to extend the Offer on one or more occasions for an aggregate period of not more than ten (10) 20 business days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this the previous sentence, if if, on such expiration date there shall not have been date, the number of Shares tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.,

The Offer. (a) Subject to As promptly as practicable after the provisions date of this Agreement, as promptly as practicable, but in no event later than five Merger Subsidiary shall (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer Parent shall cause Newco Merger Subsidiary to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer at the Offer Price; provided, however, Parent shall provide the Company with prior notice of when it intends to commence the Offer. The initial expiration date for , and thereafter the Offer Company, Parent and Merger Subsidiary shall be cooperate and, to the 20th business day following extent necessary, delay the commencement of the Offer. , to allow the Company sufficient time (but not to exceed five (5) calendar days following the date Parent intended to commence the Offer) to comply with its obligations under the first sentence of Section 2.02(a). (b) The obligation of Newco Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment, payment and pay for, for any shares of Seller Common Company Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Time that number of shares of Company Stock which, together with the shares beneficially owned by Parent or Merger Subsidiary (if any), represents at least two-thirds of the Company Stock then outstanding (the “Minimum Condition”); and (ii) the satisfaction, or waiver, to the extent permissible, by Parent or Merger Subsidiary, of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). The Offer Price payable in respect of each share of Company Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest and less any applicable withholding taxes thereon, on the terms and subject to the conditions set forth in EXHIBIT C hereto this Agreement and the Offer to Purchase. (c) The Offer shall be made by means of an offer to purchase (the "OFFER CONDITIONS"“Offer to Purchase”) (any of which may be waived in whole or in part by Buyer in its sole discretion) and to that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. Parent and Merger Subsidiary expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless previously approved in writing by the Company, Parent and Merger Subsidiary shall not (i) reduce the number of shares of Company Stock subject to the Offer, (ii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any stockholders of the Company, (v) except as otherwise provided in this Section 2.01, terminate, 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 a manner adverse in any material respect to any stockholders of the Company. (bd) Buyer The Offer shall expire on the later of (i) 5:00 p.m., New York City time, on May 30, 2013 and (ii) midnight, New York City time, on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-1(g)(3) and Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Subsidiary’s obligations under this Section 2.01(e), Merger Subsidiary (i) may, in its sole discretion, without the consent of Sellerthe Company, cause Newco to (A) extend the Offer, Offer on one or more occasions if at the on any then-scheduled or extended expiration date of the Offer Expiration Time any of the Offer Conditions shall not be satisfied or or, to the extent permissible, in Merger Subsidiary’s sole discretion, waived, until such time as such condition or conditions are satisfied or so waived, (Bii) shall, and Parent shall cause Merger Subsidiary to, extend the Offer at the request of the Company beyond any then-scheduled Expiration Time, if, at the then-scheduled Expiration Time of the Offer, any of the Offer Conditions (other than clauses (b), (c) or (d) of Exhibit A) shall not be satisfied or, to the extent permissible, in Merger Subsidiary’s sole discretion, waived, (iii) shall, and Parent shall cause Merger Subsidiary to, extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission SEC or Nasdaq (including, in accordance with the "SEC") or position of the staff thereof of the SEC, any required extension of the Offer to ensure that at least five (5) Business Days will remain in the Offer following disclosure of the satisfaction or waiver of the Funding Condition) applicable to the Offer or any period required by applicable law and (Civ) may, in its sole discretion, without the consent of the Company, extend the Offer if the Marketing Period has not ended (or will not end) prior to the then-scheduled Expiration Time, from time to time and on one or more occasions until the first (1st) Business Day immediately following the final day of the Marketing Period (or such earlier date specified by Parent to the Company upon two (2) Business Days prior written notice); provided, however, that in no event shall Parent or Merger Subsidiary be required to extend (or cause to extend) the Offer (A) beyond July 28, 2013, but extended to September 26, 2013 if as of such date the only Offer Condition not satisfied is clause (g) on Exhibit A (and each other clause on Exhibit A that is not satisfied as a result of clause (g) on Exhibit A not being satisfied) (the “Outside Date”) or (B) at any time that this Agreement is terminated pursuant to Article 11. In addition, notwithstanding anything in this Agreement to the contrary, Merger Subsidiary may from time to time, in its sole discretion, without the consent of the Company, extend the Offer on one or more occasions for an aggregate period if (x) Parent and Merger Subsidiary shall have waived the Funding Condition, (y) all of the other Offer Conditions (other than the Minimum Condition) have been satisfied or, to the extent permissible, in Merger Subsidiary’s sole discretion, waived at such time and (z) the Debt Financing has not more actually been received by Merger Subsidiary or Parent. Each extension of the Offer (other than pursuant to clause (ii) of the first sentence of this Section 2.01(e)) shall, subject to Applicable Law, not exceed the lesser of ten (10) business Business Days and such fewer number of days beyond that Merger Subsidiary reasonably believes are necessary to cause the latest expiration date that would Offer Conditions to be satisfied (unless otherwise be permitted under agreed to in writing by the Company and Parent), and each extension of the Offer pursuant to clause (A) or (Bii) of the first sentence of this sentenceSection 2.01(e) shall, if on subject to Applicable Law, be five (5) Business Days (unless otherwise agreed to in writing by the Company and Parent). (f) On the terms and subject to the conditions of this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept and, within three (3) Business Days following such expiration date there shall not have been tendered at least 90% acceptance of the outstanding shares, pay for (subject to any withholding of tax pursuant to Section 3.06) all shares of Seller Common StockCompany Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after the Expiration Time. Subject Acceptance for payment of shares of Company Stock following the Expiration Time pursuant to and subject to the terms and conditions of the Offer and is referred to in this Agreement, Buyer Agreement as the “Offer Closing”. Nothing contained in this Section 2.01 shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and affect any termination rights in Article 11. (g) The Offer may not withdrawn pursuant be terminated prior to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration Expiration Time unless this Agreement is validly terminated in accordance with Section 11.01. If at any then-scheduled Expiration Time of the Offer, (i) each Offer Condition (other than the Minimum Condition) shall have been satisfied or, to the extent permissible, in Merger Subsidiary’s sole discretion, waived, (ii) the Minimum Condition shall not have been satisfied and (iii) no further extensions or re-extensions of the Offer are permitted or required pursuant to Section 2.01(e), then Merger Subsidiary shall promptly, irrevocably and unconditionally, terminate the Offer in accordance with Applicable Law. If the Offer is terminated or withdrawn by Merger Subsidiary, or this Agreement is terminated in accordance with Section 11.01, Merger Subsidiary shall promptly return, and shall cause any depository acting on behalf of Merger Subsidiary to return, all tendered shares of Company Stock to the registered holders thereof. (ch) On the date of the commencement of the Offer, Buyer Parent and Merger Subsidiary shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments, which supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall contain an offer include, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 TO and the documents included therein pursuant to which the Offer shall will be made, together with any amendments and supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). The Offer Documents Company shall comply as promptly furnish to form in Parent and Merger Subsidiary all material respects with information concerning the requirements of Company that is reasonably requested by Parent, or is required by the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and or other Applicable Law, to be set forth in the Offer Documents. Parent and Merger Subsidiary agree to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Subsidiary, on the date first publishedone hand, sent or given and the Company, on the other hand, agree to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, respect or as otherwise required by Applicable Law. Parent and Buyer Merger Subsidiary further agrees to cause Newco to take all steps necessary agree to cause the Schedule 14D-1 Offer Documents, as so corrected (if applicable), to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders the stockholders of Seller Common Stockthe Company, in each case as and to the extent required by applicable federal securities lawsthe Exchange Act. Seller Parent and Merger Subsidiary shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Parent and Merger Subsidiary shall use their respective reasonable best efforts to respond promptly to any comments of the SEC with respect to the Offer Documents. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding in writing to any comments of the SEC with respect to the Offer Documents, Parent and Merger Subsidiary shall provide the Company and its counsel shall be given representatives a reasonable opportunity to review and comment upon the on such Offer Documents prior or response, and Parent and Merger Subsidiary shall give reasonable consideration to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (i) Parent shall provide or cause to be provided to Merger Subsidiary, on or before such time as Merger Subsidiary becomes obligated to pay for shares of Company stock validly tendered and not validly withdrawn pursuant to the Offer, the funds necessary to pay for any shares of Company Stock that Merger Subsidiary becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that, had the Offer referred to below been commenced, would give rise to a right to terminate the provisions Offer pursuant to any of this Agreementthe conditions set forth in Annex I hereto, as promptly as practicable, practicable (but in no event later than five (5) business twenty days after the date hereof), Merger Subsidiary shall commence an offer (the "Offer") to purchase any and all of the public announcement by Buyer and Seller outstanding Shares, together with the associated Rights, at a price of this Agreement$32.00 per Share, Buyer shall cause Newco net to commence the Offerseller in cash. The initial expiration date for of the Offer shall be twenty Business Days from the 20th business day following date the commencement of the OfferOffer is commenced. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent or any of its Subsidiaries, represents at least a majority of the Shares outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to waive any of which the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that no change or waiver may be waived made, without the prior written consent of the Company, that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in whole the Offer or in part by Buyer in its sole discretion) and imposes conditions to the terms and conditions of this Agreement. (b) Buyer mayOffer in addition to those set forth in Annex I. Notwithstanding the foregoing, without the consent of Sellerthe Company, cause Newco Merger Subsidiary shall have the right to (A) extend the OfferOffer (i) from time to time if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and law, (Ciii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if if, on such expiration date there shall date, the number of Shares tendered (and not have been tendered at least withdrawn) pursuant to the Offer, together with the Shares then owned by Parent or any of its Subsidiaries, represents less than 90% of the outstanding shares Shares on a fully-diluted basis and (iv) pursuant to a "subsequent offering period" under Rule 14d-11 of Seller Common Stockthe 1934 Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to it to, accept for payment, payment and pay for, promptly after the expiration of the Offer, all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer Parent and Merger Subsidiary shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 TO (the "SCHEDULE 14D-1Schedule TO") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement Offer (such Schedule 14D-1 TO and the such documents included therein therein, including a Rule 13e-3 Transaction Statement on Schedule 13E-3, pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Parent, Merger Subsidiary and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon on the Offer Documents prior to their filing being filed with the SEC or dissemination disseminated to the holders of Seller Common StockShares. Buyer agrees to cause Newco to Parent shall provide Seller and its counsel the Company with a copy of any comments Buyer, Newco or their counsel may receive received from the SEC or its staff with respect to on the Offer Documents promptly after the receipt of such commentsDocuments.

The Offer. (a) Subject Provided that nothing shall have occurred that would give rise to a right to terminate the provisions Offer pursuant to any of this Agreementthe conditions set forth in Annex I, as promptly as practicablepracticable after the date hereof, but in no event later than five (5) business days after the date of Business Days following the public announcement by Buyer and Seller of the execution of this Agreement, Buyer Merger Subsidiary shall cause Newco amend the Offer to commence (i) increase the Offer. The initial expiration date for purchase price to $89.50 per Share, net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and no others, (iii) provide that the 20th business day following expiration date shall be February 7, 2008 and (iv) make such other amendments as are necessary or appropriate to conform to the commencement requirements of the Offerthis Agreement. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents at least a majority of the total number of Shares outstanding on a fully-diluted basis (the “Minimum Condition”) and to the other conditions set forth in EXHIBIT C hereto (Annex I and to no other conditions. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to waive any of the conditions to the Offer and to make any other changes in the terms of or conditions to the Offer; provided that without the prior consent of the Company (which consent may be waived in whole granted or in part withheld by Buyer the Company in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the conditions to the Offer set forth in Annex I or amends any other term of the Offer in any manner adverse to the stockholders of the Company and (C) the expiration date shall not be extended except as otherwise provided herein. Notwithstanding the foregoing, (x) Merger Subsidiary shall extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer Conditions shall not be satisfied or waived, from time to time until such time as such conditions are satisfied or waived, ; and (By) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "“SEC"”) or the staff thereof Nasdaq Global Select Market applicable to the Offer or any period Offer; provided that in no event shall Merger Subsidiary be required by applicable law and (C) to extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 10.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration date that would otherwise be permitted under clause (A) or (B) of this sentencethe Offer, Merger Subsidiary shall, if on such expiration date there shall not have been tendered at least 90% requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with 2 Table of Contents Rule 14d-11 of the outstanding shares of Seller Common Stock1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to accept for paymentit to, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (cb) On As promptly as practicable after the date of commencement hereof, but in no event later than five Business Days following the public announcement of the Offerexecution of this Agreement, Buyer Merger Subsidiary shall, and shall cause Newco to its Affiliates to, (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect an amendment to the OfferSchedule TO, which shall contain an include a revised offer to purchase and a related form of letter of transmittal and summary advertisement reflecting the terms and conditions set forth in this Agreement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madecollectively, together with any amendments or supplements or amendments thereto, the "OFFER DOCUMENTS"“Offer Documents”). The , and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given be disseminated to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingShares. Each of BuyerParent, Newco Merger Subsidiary and Seller agree the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and Buyer further agrees to shall cause Newco to take all steps necessary its Affiliates to, use their respective reasonable best efforts to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable U.S. federal securities laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment upon (A) on the Schedule TO and the Offer Documents prior to their filing each time before any such document is filed with the SEC and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or dissemination the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the holders of Seller Common StockCompany and its counsel. Buyer agrees to cause Newco to Parent and Merger Subsidiary shall provide Seller the Company and its counsel with any written or oral comments BuyerParent, Newco Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC or its staff with respect to the Offer Documents promptly promptly, but in no event later than twelve hours, after the receipt of such comments.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to satisfy any of the provisions of this Agreementconditions set forth in Annex I hereto, as promptly as practicablepracticable after the date hereof, but in no event later than five (5) business days after the date of following the public announcement by Buyer and Seller of this Agreement, Buyer Merger Subsidiary shall cause Newco commence an offer (the "Offer") to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement purchase any and all of the Offeroutstanding Shares at a price of $8.00 per Share, net to the seller in cash. The obligation of Newco Subject to accept for paymentSection 2.01(c), and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the Shares outstanding (the "Minimum Condition") and to the other conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to waive any of which the conditions to the Offer and to make any change in the terms or conditions of the Offer, provided that, subject to Section 2.01(c), no change or waiver may be waived made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in whole or in part by Buyer in its sole discretion) and the Offer, imposes conditions to the terms and conditions Offer in addition to those set forth in Annex I, or is otherwise adverse to the holders of this Agreement. (b) Buyer maythe Shares. Notwithstanding the foregoing, without the consent of Sellerthe Company, cause Newco Merger Subsidiary shall have the right to (A) extend the OfferOffer (i) from time to time if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, waived or (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and law. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall either (Ci) extend the Offer on one from time to time until such conditions are satisfied or more occasions for an aggregate period waived, provided that Merger Subsidiary shall not be required to extend the Offer beyond July 31, 1999 (or, if the second sentence of not more than ten (10Section 11.01(b)(i) business days applies, beyond the latest expiration date that would otherwise be permitted under clause (ASeptember 30, 1999) or (Bii) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stockexercise its rights under 2.01(c). Subject to the foregoing and to the terms and conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to accept for paymentit to, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all Shares properly tendered and not withdrawn pursuant to the Offer that Merger Subsidiary is obligated to purchase. The Offer shall have an initial scheduled expiration date 20 business days following commencement thereof. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer Merger Subsidiary shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE Schedule 14D-1") with respect to the Offer, which shall will contain an the offer to purchase and a form of the related letter of transmittal and summary advertisement (such Schedule 14D-1 and the such documents included therein pursuant to which the Offer shall will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTSOffer Documents"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) Parent and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further . Merger Subsidiary agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable an opportunity to review and comment upon on the Offer Documents prior to their filing being filed with the SEC or dissemination disseminated to the holders of Seller Common Stock. Buyer agrees Shares. (c) In the event the Minimum Condition is not satisfied on any scheduled expiration date of the Offer, Merger Subsidiary may, without the consent of the Company: (i) extend the Offer pursuant to cause Newco Section 2.01(a); (ii) amend the Offer to waive the Minimum Condition in contemplation of the exercise the Top-Up Stock Option (to the extent the Top-Up Stock Option is exercisable at such time); or (iii) amend the Offer to provide Seller that, in the event (x) the Minimum Condition is not satisfied at the next scheduled expiration date of the Offer (without giving effect to the exercise of the Top-Up Stock Option) and its counsel any comments Buyer, Newco or their counsel may receive from (y) the SEC or its staff with respect number of Shares tendered pursuant to the Offer Documents promptly after the receipt and not withdrawn as of such commentsnext scheduled expiration date is more than 50% of the then outstanding Shares, Merger Subsidiary shall: (A) reduce the Minimum Condition to the Revised Minimum Number, (B) reduce the number of Shares subject to the Offer to a number of Shares that when added to the Shares then owned by Merger Subsidiary will equal the Revised Minimum Number, and (C) if a number of Shares greater than the Revised Minimum Number is tendered into the Offer and not withdrawn, purchase, on a pro rata basis, the Revised Minimum Number of Shares. Notwithstanding any other provision of this Agreement, in the event that Merger Subsidiary purchases a number of Shares equal to the Revised Minimum Number, then without the prior written consent of Merger Subsidiary, at any time prior to the termination of this Agreement, the Company shall take no action whatsoever (including, without limitation, the redemption of any Shares) which would have the effect of increasing the percentage ownership of Shares by Merger Subsidiary in excess of the Revised Minimum Number. (d) In the event that all conditions to the Offer other than the Minimum Condition shall have been satisfied and Shares have not been accepted for payment by Merger Subsidiary prior to July 15, 1999 (or, if the second sentence of Section 11.01(b)(i) applies, September 15, 1999), then on such date Parent shall be required to take either the action contemplated by Section 2.01(c)(ii) above or the action contemplated by Section 2.01(c)(iii) above.

The Offer. (a) Subject to The Merger Agreement provides that the provisions of this Agreement, Purchaser will commence the Offer as promptly as practicable, but practicable (and in no any event later than five (5within 10 business days) business days after the date execution of the public announcement by Buyer and Seller of this Merger Agreement, Buyer shall cause Newco and that, subject to commence the Offer. The initial expiration date for satisfaction of the Offer shall be Minimum Condition and the 20th business day following the commencement other conditions that are described in Section 14—“Conditions of the Offer. The obligation of Newco to ,” the Purchaser will accept for payment, payment and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may, without the consent of Seller, cause Newco to (A) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to in the Offer as promptly as practicable after the expiration of Purchaser is legally entitled to do so. Cytyc and the Offer. (c) On Purchaser expressly reserved the date of commencement right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, Buyer shall cause Newco except that without Adeza’s prior written approval the Purchaser is not permitted to file with (i) decrease the SEC 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 or requirements to the Offer that are different than or in addition to the conditions and requirements described in Section 14—“Conditions of the 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 Tender manner other than as required by the Merger Agreement. The Merger Agreement provides that the Offer Statement on Schedule 14D-1 Price will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (the "SCHEDULE 14D-1") including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Offer, which shall contain an offer Shares occurring prior to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS")Expiration Date. The Offer Documents shall comply as to form in all material respects with Merger Agreement provides that the requirements of Purchaser will extend the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and Offer: • to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with , rules or regulations of the SEC or dissemination to the holders NASDAQ Global Select Market; • for one or more periods of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel 10 business days each, or any comments Buyerlesser period ending on May 16, Newco or their counsel may receive from 2007, if at the SEC or its staff with respect Expiration Date any of the conditions to the Offer Documents promptly after 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 receipt Expiration Date the HSR Condition and/or the Governmental Approval Condition have not been satisfied. After acceptance for payment of such comments.Shares in the Offer, if Cytyc, 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, if more than 80% of the issued and outstanding Shares have been validly tendered and not withdrawn in the

The Offer. (a) Subject to Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the provisions of this Agreementevents set forth in ANNEX A shall have occurred or be existing, Merger Sub shall commence the Offer as promptly as practicablereasonably practicable after the date hereof, but in no event later than five (5) business days after the date of the initial public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco Merger Sub's intention to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Merger Sub to accept for payment, payment and pay for, any shares of Seller Common Stock for Shares tendered pursuant to the Offer shall only be subject to (i) the condition (the "MINIMUM CONDITION") that at least the number of Shares that when added to the Shares already owned by Parent shall constitute a majority of the then outstanding Shares on a fully diluted basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. Merger Sub expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that unless Parent and Merger Sub shall have obtained the prior written approval of the Company, no change may be made in the Offer which (i) decreases the price per Share payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) changes or waives the Minimum Condition, or (v) modifies the conditions to the Offer set forth in ANNEX A or imposes conditions to the Offer in addition to those set forth in ANNEX A. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions set forth in EXHIBIT C hereto (of the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and Offer. Subject to the terms and conditions of this Agreementthe Offer (including, without limitation, the Minimum Condition), Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable after expiration of the Offer, all Shares validly tendered and not withdrawn; PROVIDED, HOWEVER, that notwithstanding the foregoing Parent may, in its sole discretion, extend the expiration date of the Offer for up to 15 business days, and agrees on a one-time basis if all other conditions to the Offer have been met, to extend the expiration date for the Offer for 10 business days if on the relevant date of expiration at least 45% of the then outstanding Shares (calculated on a fully diluted basis) have been tendered and not withdrawn from the Offer. (b) Buyer may, without As soon as practicable on the consent date of Seller, cause Newco to (A) extend commencement of the Offer, if at Merger Sub shall file with the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding shares of Seller Common Stock. Subject to the terms and conditions of the Offer and this Agreement, Buyer shall cause Newco to accept for payment, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect to the Offer, which . The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and a forms of the related letter of transmittal and any related summary advertisement (such the Schedule 14D-1 and the documents included therein pursuant to which 14D-1, the Offer shall be madeto Purchase and such other documents, together with any all supplements or and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). The Offer Documents shall will comply as to form in all material respects with the requirements provisions of the Exchange Act (as defined herein) applicable federal securities laws. Parent, Merger Sub and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller Company agree promptly to correct promptly any information provided by it any of them for use in the Offer Documents if and to the extent that such information which shall have become false or misleading in any material respectmisleading, and Buyer Parent and Merger Sub further agrees to cause Newco agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller Parent and Merger Sub shall give the Company and its counsel shall be given reasonable the opportunity to review and comment upon the Offer Documents prior to their filing with being filed with, or sent to, the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such commentsSEC.

The Offer. (a) Subject Provided that nothing shall have occurred that, had the Offer referred to below been commenced, would give rise to a right to terminate the provisions Offer pursuant to any of this Agreementthe conditions set forth in Annex I hereto, as promptly as practicable, practicable after the date hereof but in no event later than five (5) business days after 15 Business Days following the date hereof, Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the ▇▇▇▇ ▇▇▇) an offer (the “Offer”) to purchase any and all of the public announcement by Buyer and Seller outstanding Shares at a price of this Agreement$0.35 per Share, Buyer shall cause Newco net to commence the Offerseller in cash. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and/or Merger Subsidiary, represents at least 65% of the Shares outstanding, excluding Restricted Stock (the “Minimum Condition”) and to the other conditions set forth in EXHIBIT C hereto (Annex I hereto. Merger Subsidiary expressly reserves the "OFFER CONDITIONS") (right to waive any of which the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that (i) the Minimum Condition may be waived only with the prior consent of the Company, which shall not be unreasonably withheld or delayed in whole or in part by Buyer in its sole discretionthe event that a majority of the Shares have been tendered, (ii) and any material change to the terms and conditions of this Agreement. the Offer may only be made with the prior consent of the Company, which shall not be unreasonably withheld or delayed and (biii) Buyer mayno change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. Notwithstanding the foregoing, without the consent of Sellerthe Company, cause Newco Merger Subsidiary shall have the right to (A) extend the OfferOffer (i) from time to time if, if at the scheduled or extended expiration date of the Offer Offer, any of the conditions to the Offer Conditions shall not be have been satisfied or waived, until such time as such conditions are satisfied or waived, waived and (Bii) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer or any period required by applicable law and (Ciii) extend the Offer Table of Contents on one or more occasions for an aggregate period of not more than ten (10) business days 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (Ai) or (Bii) of this sentence, if if, on such expiration date there shall date, the number of Shares tendered (and not have been tendered at least withdrawn) pursuant to the Offer, together with the Shares then owned by Parent, represents more than the Minimum Condition but less than 90% of the outstanding shares Shares; provided that under no circumstances shall Merger Subsidiary, without the prior consent of Seller Common Stockthe Board of Directors of the Company, which consent shall not be unreasonably withheld, extend the Offer to an expiration date more than 50 Business Days beyond the date that the Offer is commenced. Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer Parent shall cause Newco to accept for paymentit to, and pay for, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (ii) validly tendered in the Subsequent Offering Period. (cb) On As soon as practicable on the date of commencement of the Offer, Buyer but no later than 15 Business Days after the public announcement of the terms of this Agreement, Parent and Merger Subsidiary shall cause Newco to (i) file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") TO with respect to the OfferOffer (together with all amendments and supplements thereto and including exhibits thereto, which the “Schedule TO”) that shall contain an offer include the summary term sheet required thereby and, as exhibits, the Offer to purchase Purchase and a related form of letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be madecollectively, together with any amendments or supplements or amendments thereto, the "OFFER DOCUMENTS"). The “Offer Documents”) and (ii) cause the Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given be disseminated to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingShares. Each of BuyerParent, Newco Merger Subsidiary and Seller agree the Company agrees promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, . Parent and Buyer further agrees to cause Newco Merger Subsidiary agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common StockShares, in each case as and to the extent required by applicable federal securities laws. Seller The Company and its counsel shall be given reasonable an opportunity to review and comment upon on the Schedule TO and the Offer Documents prior to their filing before the Schedule TO is filed with the SEC or dissemination SEC. In the event that this Agreement has been terminated pursuant to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller Article 11, Parent and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to Merger Subsidiary shall promptly terminate the Offer Documents promptly after the receipt of such commentswithout accepting any Shares for payment.

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable, but in no event later than five (5) business days after the date of the public announcement by Buyer and Seller of this Agreement, Buyer shall cause Newco to commence the Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Offer. The obligation of Newco Merger Sub sidiary to, and Buyer to cause Merger Subsidiary to, commence the Offer and accept for payment, and pay for, any shares of Seller Common Stock and all Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in EXHIBIT C Annex I hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement. (b) Buyer may; provided, however, that Merger Subsidiary shall not, without the consent Company's written consent, waive the Minimum Condition (as defined in Annex I hereto). Merger Subsid iary expressly reserves the right to modify the terms of Sellerthe Offer; provided that, cause Newco without the Company's written consent, Merger Subsidiary shall not (i) reduce the num ber of Shares which Merger Subsidiary is offering to (A) extend purchase in the Offer, if at the scheduled or extended expiration date of (ii) reduce the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waivedPrice, (Biii) extend modify or add to the Offer for any period required by any ruleconditions set forth in Annex I hereto, regulation, interpretation or position (iv) change the form of the U.S. Securities and Exchange Commission (the "SEC") or the staff thereof applicable to consideration payable in the Offer or any period required by applicable law and (Cv) extend otherwise amend or modify the Offer on one or more occasions for an aggregate period in any manner adverse to the holders of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentenceShares. Not withstanding the foregoing, if on such expiration any scheduled expira tion date there shall not the number of Shares that have been physically tendered at least and not withdrawn are more than 50% of the Shares outstanding on a fully diluted basis but less than 90% of the outstanding shares of Seller Common Stockeach class of capital stock of the Company on a fully diluted basis, Merger Subsidiary may extend the Offer for up to 10 additional business days from the date that all conditions to the Offer (other than the Minimum Condition) shall first have been satisfied, so long as Merger Subsidiary irrevocably waives the satisfaction of any condition set forth in Annex A which relates to the occurrence of a Material Adverse Effect on the Company (as defined in Section 4.1). Further, Merger Subsidiary may extend the Offer beyond any scheduled expiration date up to the Outside Termination Date (as defined in Section 10.1) if at the initial expiration date of the Offer, or any extension thereof, the conditions in clauses (a) and (b) to Annex I hereto are not satisfied or waived. Subject to the terms and conditions of the Offer Offer, Merger Subsidiary shall, and this Agreement, Buyer shall cause Newco to accept for paymentMerger Subsidiary to, and pay forpay, all shares of Seller Common Stock validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer, for all Shares validly tendered and not withdrawn. (c) On the date of commencement of the Offer, Buyer shall cause Newco to file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act (as defined herein) and the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Seller Common Stock, in each case as and to the extent required by applicable federal securities laws. Seller and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the holders of Seller Common Stock. Buyer agrees to cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.