Common use of The Offer Clause in Contracts

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------

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

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 8.1 and none of the events or conditions set forth in subparagraphs (a) through (c) of Annex I shall have occurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as ---------- reasonably practicable but and, in any event event, within five business days after (5) Business Days of the date hereofof this Agreement, Parent and Merger Sub shall commence, within amend the meaning of Rule 14d-2 under Pending Offer to reflect the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date execution of this Agreement and the closing terms hereof. The obligations of Merger Sub to accept for payment and to pay for (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall (as it may be correspondingly adjusted on a perextended and re-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser extended in accordance with this Agreement) and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer not properly withdrawn shall be subject to (i) there being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to such time) and not properly withdrawn prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Agreement) that number of shares of Company Common Stock which represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis, including after giving effect to the issuances of shares of Company Common Stock pursuant to Section 2.12 (the “Minimum Condition”), and (ii) the other events or conditions set forth in Exhibit A hereto and Annex I. Subject to the terms and conditions of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to), in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all shares of Company Common Stock (the time of such first acceptance, the “Acceptance Time”) validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Offer, which shall initially be the later of April 2, 2010 or the date that is fifteen (15) Business Days after the date of this Agreement. --------- Subject ; provided, however, that (w) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), any of the events or conditions to the Offer set forth on Annex I shall exist and, subject to the provisions of this Agreement, shall not have been waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to), from time to time, extend the Offer shall expire 20 business days after for consecutive periods of not more than five (5) Business Days each until the earlier of (A) the date on which all of its commencementthe events or conditions set forth in Annex I cease to exist or, unless subject to the provisions of this Agreement, are waived by Merger Sub and (B) the date on which this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, ARTICLE VIII; provided that Merger Sub shall not have no obligation to (and Purchaser Parent shall have no obligation to cause Merger Sub not to) so extend the Offer if (i1) waive the Minimum Condition (as defined events or conditions set forth in Exhibit A), --------- subsections (ii) reduce the number of shares of Common Stock subject to the Offer), (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, and (iv) except as set forth belowof the first paragraph of Annex I and subparagraph (a) of Annex I shall have ceased to exist, extend or subject to the Offerprovisions of this Agreement, been waived by Merger Sub, for a period of not less than ten (v10) change Business Days prior to the form of consideration payable in the Offer, (vi) amend or modify any term or condition initial expiration date of the Offer (including the conditions set forth or on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally subsequent scheduled expiration date of the Offer. So long Offer (as it may be extended and re-extended in accordance with this Agreement is Agreement) and, with respect to subsections (ii), (iii) and (iv) of the first paragraph of Annex I, such facts shall be reflected in effect and the conditions an amendment to the Offer Documents prior to the start of such ten (10) Business Day period, (2) the events or conditions set forth in subparagraphs (b), (c) and (d) of Annex I shall have ceased to exist or, subject to the provisions of this Agreement, been waived by Merger Sub, as of such expiration date and (3) the Minimum Condition is not satisfied as of such expiration date, (x) if on the initial expiration date of the Offer or waivedon any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), the Company shall have delivered to Parent a valid Section 8.1(d) Notice, Merger Sub mayshall (and Parent shall cause Merger Sub to), without the consent of the Companyfrom time to time, extend the Offer for an aggregate period consecutive periods of not more than 20 business days five (for 5) Business Days each until the earlier of (A) the date on which all such extensions) beyond the originally scheduled expiration date of the Offerevents or conditions set forth in the paragraph immediately following Section 8.1(d)(i) cease to exist or are waived by the Company and (B) the date on which this Agreement is terminated in accordance with ARTICLE VIII, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, (y) Merger Sub may, without the consent of the Companyin its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC (or the staff thereof thereof) or the NYSE applicable to the OfferOffer and (z) Merger Sub may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act; provided that, in the case of clauses (w), (x), (y) and (z), in no event shall the Offer extend beyond the Walk-Away Date. It is agreed that Merger Sub expressly reserves the right from time to time to waive any of the conditions set forth in Exhibit A are for Annex I (other than the sole --------- benefit Minimum Condition, the Registration Condition, the Listing Condition and the condition set forth in subparagraph (e) of Merger Sub and Purchaser and may be asserted by Merger Sub Annex I) or Purchaser, to increase the Offer Price or may be waived to make any other changes in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this AgreementOffer; provided that, without the prior written consent of the Company, Merger Sub shall accept for payment and pay fornot decrease the Offer Price, change the form of consideration payable in accordance with the terms Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer in a manner materially adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer, all reduce the time period during which the Offer shall remain open or, except for any extension required or permitted hereunder, extend or otherwise change the expiration date of the Offer, or amend, modify or supplement any other term of the Offer in any manner adverse to the holders of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration or in a manner which would delay consummation of the Offer. (b) Subject to the first sentence of Section 2.1(a), as promptly as reasonably practicable and, in any event, within five (5) Business Days of the date of this Agreement, in order to reflect the execution of this Agreement and the terms hereof, Parent shall file or cause to be filed with the SEC (i) an amendment to Parent’s registration statement on Form S-4 (as it may be amended or supplemented, the “Form S-4”) and (ii) an amendment to Parent’s and Merger Sub’s tender offer statement on Schedule TO, as amended, each originally filed on March 5, 2010 with respect to the Pending Offer (such schedule together with the Form S-4, and the documents included therein pursuant to which the Offer is made, and any amendments and supplements thereto, the “Offer Documents”). Each Party shall use its best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (ii) to have removed as promptly as reasonably practicable any stop order suspending its effectiveness. Subject to the Company’s compliance with Section 2.2(c), Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 2.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC. In addition, Parent and Merger Sub shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments, and (ii) a reasonable opportunity to participate in the response of Parent or Merger Sub to those comments and to provide comments on that response. (c) Purchaser In the event this Agreement is terminated pursuant to Section 8.1 prior to the Acceptance Time, Parent and Merger Sub shall promptly terminate the Offer without accepting any shares of Company Common Stock previously tendered and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. (d) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued by virtue of the Offer, no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In lieu of such fractional share interests, Parent shall pay to each holder of shares of Company Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the average closing sales price, rounded to four decimal points, of shares of Parent Common Stock on the NYSE (as reported in the Wall Street Journal, New York City edition) for the period of the ten (10) consecutive trading days ending on the second full trading day prior to the Acceptance Time (the “Parent Common Stock Cash Value”). (e) If any portion of the Offer Price is to be registered in the name of or paid to a Person other than the Person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. (f) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase pay for any shares of Company Common Stock that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereofAgreement, as promptly as ---------- practicable practicable, but in any no event within later than five business days after the date hereofof this Agreement, Merger Sub Sprint shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to commence the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub Sprint to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto Sections 2.01, 2.02 and 2.03 (or written waivers as set forth therein) and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, Sprint may not consummate the Offer shall expire 20 business days after prior to March 20, 1998, modify or amend the date terms of its commencementthe Offer, unless this Agreement is terminated in accordance with Article 10, in which case terminate the Offer (whether or not previously ---------- extended other than in accordance with the terms hereof) shall expire on such hereof or extend the Offer beyond June 15, 1998 (the earlier of June 15, 1998 or the date of termination. (b) Merger Sub expressly reserves the right to modify the terms acceptance for payment of the shares of Common Stock tendered pursuant to the Offer and is hereinafter referred to waive as the "Expiration Date") in any condition of the Offer, except that, such case without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company). Subject to the terms and conditions thereof, Merger Sub the Offer shall not (and Purchaser shall cause Merger Sub not to) expire at midnight New York City time on the date that is 20 business days from the date the Offer is first published, sent or given to holders of Common Stock; provided, however, that without the Company's consent, -------- ------- Sprint may (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend if at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and Offer any of the conditions to the Offer Sprint's obligation to accept for payment, and pay for, shares of Common Stock shall not have been satisfied or waived, Merger Sub mayuntil such time as such conditions are satisfied or waived, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensionsii) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub Offer and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of (iii) extend the Offer and for any reason on one occasion for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this Agreement, Merger Sub shall accept for payment and pay for, sentence but in accordance with no event may the terms Offer extend beyond the Expiration Date. (b) On the date of commencement of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to Sprint shall file with the SEC a Tender Offer as soon as practicable after the expiration of the Offer. (c) Purchaser shall provide or cause to be provided to Merger Sub Statement 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement Schedule 14D-1 with respect to the payment 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 will be made, together with any supplements or amendments thereto, the "Offer Documents"). Sprint agrees that the Offer Documents shall comply as to form in all material respects with the Exchange Act and that the Offer Documents on the date first published, sent or given to the Company's stockholders shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Sprint or Sprint L.P. with respect to information supplied by the Company, Newco or Newco Sub specifically for inclusion in the Offer ConsiderationDocuments. Each of the Parties agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Sprint further agrees to take all steps necessary to amend or supplement the Option Consideration (Offer Documents and to cause the Offer Documents as defined so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in Section 5.2(d)) each case as and to the -------------- Merger Consideration (as defined in Section 5.2(b))extent required by applicable Federal securities laws. --------------The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Sprint agrees to provide the Company and its counsel any comments that Sprint or its 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 On or prior to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereofAugust 30, as promptly as ---------- practicable but in any event within five business days after the date hereof2013, Merger Sub shall commence, (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer to purchase thereunder (the "“Exchange Act”)) the Offer". (b) allThe obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, and in any event ----- not less than together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basisbasis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby), of the outstanding other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at a price any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of $14.75 per each share of Common Stock, Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest (such price or interest, subject to any higher price paid withholding of Taxes pursuant to the Offer, the "Offer Consideration"Section 4.02(i). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. . (c) The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject made by means of an offer to purchase (the conditions set forth in Exhibit A hereto and “Offer to Purchase”) that includes the terms and conditions of this Agreement. --------- Subject to the provisions of Offer as set forth in this Agreement, including the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Conditions. Parent and Merger Sub expressly reserves reserve the right to modify 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 of the Offer and to waive any condition conditions of the Offer; provided, except thathowever, without the prior written consent of that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iiiii) reduce the price per share 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 to any shareholders of Common Stock to be paid pursuant to the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (iv) except as set forth below, extend the Offer, (vvi) change the form of consideration payable in the OfferOffer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the Company. (vid) amend The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “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 modify 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) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any term or condition then scheduled Expiration Time, all of the conditions to the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect Minimum Condition and the conditions to the other Offer Conditions) have not been satisfied or, to the extent waivable by Parent or waived, Merger Sub maypursuant to this Agreement, without the consent of the Companywaived by Parent or Merger Sub, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, then Merger Sub may, without the consent of the Company, (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for an aggregate successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not more than 20 business days actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (for all such extensionsor Alternative Financing) beyond in an amount sufficient (together with the originally scheduled expiration date Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer, if the number of shares of Common Stock that have been validly tendered Offer Conditions (and not withdrawn represent less than 90% contribution by Parent or Merger Sub of the issued and outstanding shares proceeds of the Common Stock. Notwithstanding the foregoing, Equity Financing); and (iii) Merger Sub may, without the consent of the Company, shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by any ruleapplicable Law or applicable rules, regulationregulations, interpretation interpretations or position positions of the SEC Securities and Exchange Commission or its staff (the staff thereof applicable to the Offer. It is agreed that the conditions set forth “SEC”); provided, however, that, in Exhibit A are for the sole --------- benefit of any case in this Section 1.01(e), Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and each such right shall not be deemed an ongoing right which may be asserted at any time. Subject permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, in accordance with the terms for (subject to any withholding of the Offer, tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon promptly as practicable after the expiration Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, 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 9. (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 9. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the acceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement, if any (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any material information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (ci) Purchaser Parent shall provide or cause to be provided to Merger Sub Sub, on a timely basis basis, the funds necessary to purchase pay for any shares of Common Stock that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject As promptly as practicable following execution of this Agreement, the Parent shall amend the Existing Offer: (i) to provide that the consideration to be paid per share of Company Common Stock pursuant to the provisions of this Agreement and this Agreement not having been terminated Offer will be as calculated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 Annex II hereto (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding ; (ii) to designate the foregoingPurchaser as the offeror and to set November 29, if between ------------------- 2001 (the "Initial Expiration Date"), as the expiration date for the Offer; and (iii) otherwise to reflect the terms and conditions of this Agreement Agreement. For purposes of this Agreement, the term "business day" shall mean any day, other than Saturday, Sunday or a federal holiday, and the closing shall consist of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharestime period from 12:01 a.m. through 12:00 midnight Eastern time. The obligation of the Purchaser and Merger Sub to commence the Offer and accept for payment, payment and pay for, any for shares of Company Common Stock (including the related Company Rights) tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer condition that there shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer be validly tendered (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have guaranteed delivery where actual delivery has not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Companyoccurred) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant prior to the Offer as soon as practicable after the expiration date of the Offer. (c) Purchaser 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 and shall be liable not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by the Parent and/or the Purchaser, represents at least a majority of the shares of Company Common Stock outstanding on a direct fully diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and primary basis for other rights to acquire, and securities exercisable or convertible into, Company Common Stock, whether or not exercised or converted at the performance time of determination, other than potential dilution attributable to the Company Rights) (the "Minimum Condition") and to the satisfaction or waiver by Merger Sub or the Surviving Corporation Purchaser as permitted hereunder of the other conditions set forth in Annex I hereto. Without limiting the foregoing, effective upon Consummation of the Offer (as defined in Section 2.11.4), as the case may be, holder of its ----------- obligations under this Agreement with respect such Company Common Stock (including the related Company Rights) will sell and assign to the payment Purchaser all right, title and interest in and to all of the Offer Considerationshares of Company Common Stock tendered (including, but not limited to, such holder's right to any and all dividends and distributions with a record date before, and a payment date after, the Option Consideration (as defined in Section 5.2(dscheduled or extended expiration date)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have --------- been terminated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereofSection 7.01, Merger Sub Subsidiary shall, and Parent shall commencecause Merger Subsidiary to, commence within the meaning of Rule 14d-2 under the Securities Exchange Act (as hereinafter defined) the Offer as promptly as practicable after the date hereof, but in no event later than five business days after the initial public announcement of 1934 Parent's intention to commence the Offer. The Offer shall have a scheduled Expiration date 20 business days following commencement of the Offer (the "Exchange ActInitial Expiration Date"). Notwithstanding any contrary provision of this Agreement, Merger Subsidiary (i) if so requested by the Company at the direction of the Special Committee, will extend the Offer for up to ten business days following in the event upon the Initial Expiration Date, Merger Subsidiary shall not have accepted for payment Shares pursuant to the Offer as a result of one or more of the conditions set forth in Annex A hereto not having been satisfied or waived by Merger Subsidiary and (ii) at its discretion may determine from time to time to extend the Offer for no more than an aggregate of ten business days following the later of the Initial Expiration Date and the rules first expiration date thereafter on which all of the conditions set forth in Annex A shall have been satisfied or waived, if applicable, provided, however, that in the event that Parent extends the Offer pursuant to this clause (ii) all of the conditions to the Offer shall be deemed to have been irrevocably satisfied for all purposes of the Offer and regulations ------------ promulgated thereundershall not be asserted by Parent as a basis for not consumating the Offer and (iii) may, an offer from time to purchase (time at its discretion, extend the "Offer") allOffer in increments of up to ten business days each, if one or more of the conditions set forth in Annex A shall not have been satisfied or waived. Parent shall not accept for payment any Shares tendered pursuant to the Offer unless there shall have been validly tendered and in any event ----- not less than withdrawn prior to the expiration of the Offer such number of Shares which, constitutes at least a majority of the Shares not beneficially owned by Parent or Merger Subsidiary on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest basis (such price or any higher price paid pursuant to the Offer, the "Offer ConsiderationMinimum Condition"). Notwithstanding In addition to the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesMinimum Condition, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub Parent to commence the Offer and accept for payment, payment and pay for, any shares of Common Stock for Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the conditions set forth in Exhibit Annex A hereto and to the terms and conditions of this Agreementhereto. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub Parent expressly reserves the right to modify increase the terms of the Offer and to waive any condition of the Offer, except that, without Per Share Amount. Without the prior written consent of the CompanySpecial Committee, Merger Sub shall Parent will not (and Purchaser shall cause Merger Sub not to) (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- Per Share Amount (ii) reduce change the number of shares of Common Stock subject Shares to be purchased in the Offer, Offer (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of the consideration payable in the Offer, Offer (viiv) amend or modify add to the conditions to the Offer set forth in Annex A hereto; or (v) make any term other change in the terms or condition conditions of the Offer (including the conditions set forth on Exhibit A) in any manner --------- which is adverse to the holders of Common Stock or (vii) impose additional conditions Shares. Under no circumstances shall Parent waive the Minimum Condition. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the Offer other than such seller in cash, upon the terms and subject to the conditions required by applicable lawof the Offer. So long as this Agreement is in effect and Following the satisfaction or waiver of the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Parent shall cause Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable Subsidiary to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser 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 and not withdrawn, as soon as it is permitted to do so pursuant to applicable law. (b) As soon as reasonably practicable on the date of commencement of the Offer, Parent shall be liable file with the Securities and Exchange Commission (the "SEC") (i) a Tender Offer Statement on a direct Schedule 14D-1, including the exhibits thereto (together with all amendments and primary basis for supplements thereto, the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1"Schedule 14D-1"), as including the case may be, of its ----------- obligations under this Agreement exhibits thereto with respect to the payment Offer and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3, including the exhibits thereto (together with all amendments and supplements thereto, 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 forms of the Offer Considerationrelated letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Option Consideration Schedule 13E-3, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Merger Subsidiary and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become materially incorrect or misleading, and Parent and Merger Subsidiary further 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 Shares, in each case as and to the extent required by applicable Law (as defined in Section 5.2(dhereinafter)) . The Company, the Special Committee and their respective counsel shall be given the opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Merger Subsidiary shall provide the Company, the Special Committee and their respective counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Merger Subsidiary may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and its counsel shall provide the Company and the -------------- Merger Consideration (as defined Special Committee and their respective counsel with a reasonable opportunity to participate in Section 5.2(b)). --------------all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Transactions or this Agreement.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVII, then (i) not later than the first Business Day after execution of this Agreement, Parent and the Company shall issue a public announcement of the execution of this Agreement and (ii) Merger Sub shall, as promptly soon as ---------- practicable practicable, but in any no event within five business days later than two Business Days after the date hereofof such announcement, Merger Sub shall commence, amend (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer Offer to provide for the purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of all of the outstanding shares of Company Common Stock at a price of $14.75 per share of Common Stock, net the Price Per Share subject to the seller in cash, without interest (such price or reduction only for any higher price paid pursuant to the Offer, the "Offer Consideration")applicable federal withholding taxes. Notwithstanding the foregoing, if between ------------------- the The initial expiration date of this Agreement and the closing of the Offer shall be the tenth Business Day from and after the date the Offer is amended to provide for the purchase of all of the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, in accordance with the terms hereof. The Offer Consideration shall be correspondingly adjusted on made pursuant to a per-share basis Supplemental Offer to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange Purchase and related Letter of sharesTransmittal in form reasonably satisfactory to the Company and containing terms and conditions set forth in this Agreement. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, purchase and pay for, any for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) at least that number of shares of Company Common Stock equivalent to a majority of the total issued and outstanding shares of Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer (the "MINIMUM SHARES") being validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION") and (ii) the satisfaction of the other conditions set forth in Exhibit Annex A hereto and hereto, any of which conditions may be waived by Merger Sub in its sole discretion. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered to Merger Sub pursuant to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of terminationOffer. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without Without the prior written consent of the Company, neither Parent nor Merger Sub shall not (and Purchaser shall cause Merger Sub not to) will (i) waive decrease the Minimum Condition (as defined Price Per Share payable in Exhibit A)the Offer, --------- (ii) reduce decrease the number of shares of Company Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid sought pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) Offer or change the form of consideration payable in the Offer, (viiii) change or amend or modify any term or condition of the conditions to the Offer (including the conditions set forth on Exhibit Ain Annex A hereto) or impose additional conditions to the Offer, (iv) change the expiration date of the Offer or (v) otherwise amend, add or waive any term or condition of the Offer in any manner --------- adverse to the holders of shares of Company Common Stock or (vii) impose additional conditions to Stock; provided, however, that if on any scheduled expiration date of the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the all conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend and at the request of the Company) Company shall, from time to time, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is Offer for up to 10 additional Business Days (but in effect and no event shall Merger Sub be required to extend the conditions to expiration date of the Offer have been satisfied or waived, beyond the Outside Date); and provided further that Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensionsx) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that Offer and (y) extend the Offer if (1) the conditions set forth to the Offer shall have been satisfied or waived and (2) the number of shares of Company Common Stock that have been validly tendered and not withdrawn represent more than 50% but less than 90% of the issued and outstanding shares of the Company Common Stock; provided, however, that in Exhibit A are for no event shall the sole --------- benefit of extensions permitted under the foregoing clause (y) exceed, in the aggregate, 10 Business Days. Parent and Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaserwill, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject subject to the terms and conditions of this Agreement, use their best efforts to consummate the Offer. Assuming the prior satisfaction or waiver of all the conditions to the Offer set forth in Annex A, and subject to the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment payment, purchase and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable permitted under applicable law, recognizing that the parties wish to close as expeditiously as possible after all Required Regulatory Approvals are obtained and following the expiration or termination of the Offer. (c) Purchaser all applicable waiting periods under antitrust or other competition laws of any applicable jurisdictions. Parent shall provide provide, or cause to be provided provided, to Merger Sub Sub, on a timely basis basis, the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereofVIII, Merger Sub shall commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act")) and the rules and regulations ------------ promulgated thereunderOffer as promptly as reasonably practicable after the date hereof, an offer but in no event later than five business days after the initial public announcement on the date hereof or the following day of Merger Sub's intention to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to commence the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, payment and pay for, any for shares of Company Common Stock tendered pursuant to the Offer shall only be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the condition (the "Minimum Condition (as defined in Exhibit A), --------- (iiCondition") reduce that at least the number of shares of Company Common Stock subject to (together with the Offershares of the Company Common Stock, (iiiif any, then owned by Parent or Merger Sub) reduce constituting a majority of the price per share then outstanding shares of Company Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or a fully diluted basis shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Exhibit A. As used herein, "fully diluted basis" means issued and outstanding shares of Company Common Stock and shares of Company Common Stock subject to issuance under vested Options (as defined in Section 2.06(c)) and shares of Company Common Stock subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the Common Stockissued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock, but shall not include unvested Options. Notwithstanding the foregoing, Merger Sub mayexpressly reserves the right, without subject to compliance with the consent of the CompanyExchange Act, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of waive any such right condition, to increase the Per Share Amount and each such right shall be deemed an ongoing right which may be asserted at to make any time. Subject to other changes in the terms and conditions of the Offer Offer; provided, however, that unless Parent and this Agreement, Merger Sub shall accept for payment and pay forhave obtained the prior written approval of the Company, no change may be made in accordance with the terms Offer which (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, all (iii) reduces the maximum number of shares of Company Common Stock validly tendered and not withdrawn pursuant to be purchased in the Offer, (iv) modifies the conditions to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser shall provide set forth in Exhibit A 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 imposes conditions to the Offer and shall be liable on a direct and primary basis for in addition to those set forth in Exhibit A, (v) modifies or waives the performance by Merger Sub Minimum Condition or the Surviving Corporation (vi) except as defined provided in Section 2.11.01(b), as extends the case may beOffer. The Per Share Amount shall, subject to applicable withholding of its ----------- obligations under this Agreement with respect taxes, be net to the payment of seller in cash, upon the Offer Consideration, terms and subject to the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------conditions of

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 8.1, subject to the terms and conditions of this Agreement, as promptly as ---------- practicable but (and in any event within five business days 10 Business Days) after the date hereof, Merger Sub Purchaser shall commence, (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer thereunder (the “Exchange Act”)) the Offer to purchase for cash all Shares (other than Restricted Stock) at the "Offer"Offer Price, subject to: (i) allthere being validly tendered in the Offer and not withdrawn prior to any then scheduled Expiration Date (as defined below) that number of Shares which, and together with the Shares then beneficially owned by Parent or Purchaser (if any), represents in any event ----- not less than the aggregate a majority of such Shares outstanding on a fully diluted basis on the date of purchase (where “on a fully diluted basis” means the number of Shares outstanding, of together with the outstanding Restricted Stock and the shares of Common Stock at a price of $14.75 per share of Common Stock, net which the Company may be required to the seller in cash, without interest (such price or any higher price paid issue pursuant to the Offerexercise, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination conversion or exchange of sharesany Company Options, RSUs, Equity Interests or other rights to acquire Shares then outstanding, whether or not vested or then exercisable) (the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend“Minimum Condition”); and (ii) the satisfaction, subdivisionor waiver by Parent or Purchaser, reclassification, recapitalization, split, combination or exchange of shares. the other conditions and requirements set forth in Annex I. (b) The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Common Stock Shares validly tendered and not withdrawn pursuant to the Offer shall be subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Exhibit A hereto Annex I. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Parent or Purchaser of the other conditions and requirements set forth in Annex I, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after Purchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer shall be paid net to the seller in cash, and without interest, subject to withholding as provided in Section 2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Purchaser expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of this Agreement. --------- Subject to the provisions of this AgreementOffer; provided, the Offer shall expire 20 business days after the date of its commencementhowever, that unless otherwise provided by this Agreement is terminated or as previously approved by the Company in accordance with Article 10writing, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub Purchaser shall not (and Purchaser shall cause Merger Sub not to) (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- Offer Price; (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, ; (iii) reduce the 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 set forth in Annex I; (v) amend or waive the Minimum Condition; (vi) amend or modify any term or condition other terms of the Offer (including the conditions set forth on Exhibit A) in this Agreement in any manner --------- materially adverse to the holders of Common Stock Shares, or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer in a manner other than set forth at Section 1.1(e) hereof. (d) Unless extended pursuant to and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of this Agreement, the OfferOffer shall expire at midnight (New York City time) on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, all shares of Common Stock validly tendered and not withdrawn in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date to which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as soon as practicable after the expiration of the Offer“Expiration Date”). (ce) Purchaser 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 The Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (extended from time to time as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------follows:

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof---------- Agreement, as promptly as ---------- practicable practicable, but in any no event within later than five business days after the date hereof, Merger Sub shall commence, within the meaning public announcement of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, Acquisition Sub shall commence the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Purchaser and Merger Acquisition Sub to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock or Preference Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto (any of which may be waived in whole or in part by Acquisition Sub in its sole discretion) and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Acquisition Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Acquisition Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Company Common Stock subject or Preference Stock to be purchased in the Offer, (iiiii) reduce the price per share of Common Stock to be paid pursuant Offer Price or the Preference Stock Offer Price, (iii) modify or add to the Offerconditions set forth in Exhibit A, (iv) except as set forth belowprovided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer, Offer or (vi) amend or modify any other term or condition of the Offer (including the conditions set forth on Exhibit A) in a manner adverse in any manner --------- adverse material respect to the holders of Company Common Stock or (vii) impose additional conditions to Preference Stock. Notwithstanding the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waivedforegoing, Merger Acquisition Sub may, without the consent of the Company, (i) extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days (for all such extensions) beyond the originally scheduled expiration date following commencement of the Offer. So long as this Agreement is in effect and the conditions ) for a period not to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than exceed 20 business days (for all such extensions) beyond the originally days, if at any scheduled expiration date of the Offer, if any of the number of conditions to Acquisition Sub's obligation to accept for payment, and pay for, shares of Company Common Stock that have been validly tendered and or Preference Stock shall not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoingbe satisfied or waived, Merger Sub mayuntil such time as such conditions are satisfied or waived, without the consent of the Company, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. It is agreed that Offer and (iii) terminate the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time Offer without prejudice to exercise any of its and Parent's rights under this Agreement, including to proceed with the foregoing rights shall not be deemed a waiver of any such right Merger in accordance with, and each such right shall be deemed an ongoing right which may be asserted at any timesubject to the terms and conditions of, this Agreement. Subject to the terms and conditions of the Offer and this Agreement, Merger Acquisition Sub shall accept for payment payment, and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock and Preference Stock validly tendered and not withdrawn pursuant to the Offer that Acquisition Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, subject to compliance with Rule 14e-1(c) under the Exchange Act (as defined below). (b) On the date of commencement of the Offer, Parent and Acquisition Sub shall file with the SEC a Tender Offer Statement on 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 will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Acquisition Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act") and, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Acquisition Sub with respect to information regarding the Company or its subsidiaries or provided by the Company for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Acquisition Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Acquisition Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and Acquisition Sub agree to provide the Company and its counsel any comments or requests for additional information Parent, Acquisition Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel an opportunity to participate, including by way of discussion with the SEC or its staff, in the response of Parent and/or Acquisition Sub to such comments. (c) Purchaser Parent shall provide or cause to be provided to Merger Acquisition Sub on a timely basis the funds necessary to purchase accept for payment, and pay for, any shares of Company Common Stock and Preference Stock that Merger Acquisition Sub accepts for payment, and becomes obligated to purchase pay for, pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVIII and none of the events or conditions set forth in Annex A (other than clauses (b), as promptly as ---------- practicable but in any event within five business days after the date hereof(f), Merger Sub (h) and (i)) shall have occurred and be existing, Cardinal Health shall cause Subcorp to commence, and Subcorp shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act") and together with the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all“Exchange Act”)), and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- as promptly as reasonably practicable after the date of this Agreement and in any event within 10 business days after the closing date of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesthis Agreement, the Offer Consideration Offer. Cardinal Health shall be correspondingly adjusted on a per-share basis cause Subcorp to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay forSubcorp shall accept for payment, all shares of ALARIS Common Stock that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following the initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of the Offer shall have been satisfied or waived by Subcorp, and, thereafter, Subcorp shall accept for payment all additional shares of ALARIS Common Stock validly tendered during any subsequent offering period to the extent Cardinal Health and Subcorp determine to provide a subsequent offering period in connection with the Offer, provided Cardinal Health and Subcorp are permitted to do so pursuant to Section 1.1(c). Subcorp shall not accept for payment any shares of ALARIS Common Stock tendered pursuant to the Offer unless there shall be subject have been validly tendered and not withdrawn prior to the conditions set forth Expiration Date such number of shares of ALARIS Common Stock that satisfy the Minimum Condition (as defined in Exhibit A hereto and to the terms and conditions of this AgreementAnnex A). --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub Subcorp expressly reserves the right to modify increase the terms of the Offer Per Share Amount and to waive any condition of the Offer, except that, without the Minimum Condition. Without the prior written consent of the CompanyALARIS, Merger Sub Subcorp shall not (and Purchaser shall cause Merger Sub not to) (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) Per Share Amount or change the form of consideration payable in the Offer, (vi) amend or modify any term or condition decrease the number of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders shares of ALARIS Common Stock or (vii) sought to be purchased in the Offer, impose additional conditions to the Offer in addition to those set forth in Annex A, change or waive the Minimum Condition or, except as provided in Section 1.1(c), extend the expiration of the Offer beyond the initial Expiration Date, or amend any other than such term of the Offer in a manner materially adverse to the ALARIS Stockholders. The Per Share Amount shall be paid less any required withholding of Taxes (as defined in Section 5.12(h)), upon the terms and subject to satisfaction or waiver of the conditions of the Offer set forth in Annex A. ALARIS agrees that no shares of ALARIS Common Stock held by ALARIS or any of its subsidiaries will be tendered in the Offer. (b) Subcorp shall file with the Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule TO with respect to the Offer on the date the Offer is commenced, which shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “Offer Documents”) and use its reasonable best efforts to cause the Offer Documents to be disseminated to the ALARIS Stockholders in accordance in all material respects with the applicable requirements of the United States federal securities laws. Cardinal Health and Subcorp will use their respective reasonable best efforts to comply in all material respects with the applicable requirements of the United States federal securities laws. The information provided and to be provided by ALARIS, Cardinal Health and Subcorp for use in the Offer Documents shall not, on the date filed with the Commission and on the date first published or sent or given to holders of shares of ALARIS Common Stock (the “ALARIS Stockholders”), as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading except that no representation is made by Cardinal Health with respect to the information supplied by ALARIS for inclusion in the Offer Documents. ALARIS, Cardinal Health and Subcorp each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Cardinal Health further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Commission and disseminated to the ALARIS Stockholders to the extent required by applicable lawUnited States federal securities laws. So long as this Agreement ALARIS shall promptly furnish to Cardinal Health or Subcorp all information concerning ALARIS that is required or reasonably requested by Cardinal Health or Subcorp in effect and connection with the conditions obligations relating to the Offer have not been satisfied Documents contained in this Section 1.1(b). ALARIS and its counsel shall be given the opportunity to review and comment on the Offer Documents sufficiently in advance of filing with the Commission or waiveddissemination to the ALARIS Stockholders. (c) Subject to the terms and conditions thereof, Merger Sub maythe Offer shall remain open until midnight, New York City time, on the date that is 20 business days after the date the Offer is commenced (the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that, without the consent of the CompanyALARIS, Subcorp may (i) extend (or shall extend at the request of the Company) the Offer for an aggregate period one or more periods of not more than 20 five business days (for all such extensions) beyond not to exceed an aggregate of 15 business days if, at the originally scheduled expiration date Expiration Date, any of the Offer. So long as this Agreement is in effect and the conditions to of the Offer shall not have been satisfied or waived, Merger Sub may, without waived until such time as such conditions are satisfied or waived to the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days extent permitted by this Agreement; (for all such extensionsii) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Commission or the staff of the Commission (the “SEC Staff”) thereof applicable to the Offer. It is agreed that ; or (iii) extend the conditions set forth Offer for one subsequent offering period (as provided in Exhibit A are Rule 14d-11 under the Exchange Act) for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived three to 20 business days in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser order to acquire at any time to exercise any least 90% of the foregoing rights shall outstanding shares of ALARIS Common Stock or otherwise. Upon the written request of ALARIS, Cardinal Health agrees to cause Subcorp to extend the Offer for one or more periods not be deemed a waiver to exceed an aggregate of 15 business days, if, as of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to Expiration Date, all of the terms and conditions of the Offer are not satisfied, but such conditions are reasonably capable of being satisfied in such period. Cardinal Health and this AgreementSubcorp shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, Merger Sub and, without limiting the generality of the foregoing, Subcorp shall, and Cardinal Health shall cause Subcorp to, accept for payment payment, and pay for, in accordance with the terms of the Offer, all shares of ALARIS Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after promptly following the expiration acceptance of the Offer. (c) Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of ALARIS Common Stock that Merger Sub becomes obligated to purchase for payment pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Agreement.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVII, as promptly as ---------- practicable but after the date hereof (and in any event within five business days after fifteen (15) Business Days of 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 (the "Exchange Act") and , the rules and regulations ------------ promulgated thereunder, an offer Offer to purchase (subject to the "Offer Conditions, including the Minimum Condition) all the outstanding Common Stock (other than the Shares cancelled or converted pursuant to Section 2.1(a)) at a price per share equal to the Offer Price. The consummation of the Offer", and the obligation of Merger Sub to accept for payment, purchase and pay for any shares of Common Stock validly tendered (and not withdrawn) allpursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, together with the number of shares of Common Stock (if any) then owned by Parent or its Subsidiaries, represents at least a majority of the shares of Common Stock then outstanding (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction of the Minimum Condition and the Termination 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) (i) promptly (and in any event ----- not less no later than a majority on a fully diluted basis, of one (1) Business Day) after the outstanding Expiration Date accept for payment and purchase all shares of Common Stock at a price validly tendered (and not properly withdrawn) pursuant to the Offer (the time of $14.75 per such acceptance, the “Acceptance Time”) and (ii) promptly (and in any event no later than one (1) Business Day) after the applicable Expiration Date cause the Paying Agent to pay for such shares of Common Stock. Subject to Section 2.9, the Offer Price payable in respect of each share of Common Stock, Stock validly tendered (and not properly withdrawn) pursuant to the Offer shall be paid net to the seller in cash, without interest interest. (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. c) The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject made by means of an offer to purchase (the conditions set forth in Exhibit A hereto and “Offer to Purchase”) that describes the terms and conditions of this Agreement. --------- Subject to the provisions of Offer in accordance with this Agreement, including the Offer shall expire 20 business days after Conditions. Unless previously approved by the date of its commencementCompany in writing, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer Parent and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) not: (i) waive decrease the Minimum Condition (as defined in Exhibit A)Offer Price, --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (viiii) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that have been validly tendered and not withdrawn represent less than 90% is adverse to the holders of Common Stock, (vi) extend the expiration of the issued and outstanding shares Offer except as required or permitted by this Section 1.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Common Stock. Parent and Merger Sub expressly reserve the right (but shall not be obligated) at any time and from time to time, in their sole discretion, to (A) increase the Offer Price, and (B) waive (to the extent permitted by applicable Law) any Offer Condition and make any other changes in the terms and conditions of the Offer, in each case, that are not inconsistent with the terms of this Agreement (including the limitations set forth in the preceding sentence). (d) Unless extended or terminated in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer, as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If as of any then scheduled Expiration Date, any Offer Condition has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension) in order to permit the satisfaction of the Offer Conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond August 31, 2019 (such date, the “Outside Date”), and shall not extend the Offer beyond the Outside Date without the Company’s consent. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, shall extend the Offer for any period or periods required by any ruleapplicable Law or applicable rules, regulationregulations, interpretation interpretations or position positions of the SEC or its staff or NASDAQ; provided, however, that Merger Sub shall not be required to extend the staff thereof applicable Offer beyond the Outside Date, and shall not extend the Offer beyond the Outside Date without the Company’s consent. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VII. If this Agreement is terminated pursuant to Article VII, Merger Sub shall (and Parent shall cause Merger Sub to) promptly terminate the Offer and shall not acquire the shares of Common Stock pursuant thereto. If the Offer is terminated by Merger Sub, or this Agreement is terminated prior to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit Acceptance Time, Merger Sub shall promptly return, and shall cause any depositary acting on behalf of Merger Sub to promptly return, in accordance with applicable Law, all tendered shares of Common Stock to the registered holders thereof. (g) As promptly as practicable on the date of the commencement, within the meaning of Rule 14d-2 under the Exchange Act, of the Offer, Parent and Purchaser Merger Sub shall: (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”); (ii) cause a notice that satisfies the requirements of Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Notice”) to be given to all holders of shares of Common Stock with the Offer Documents, unless, prior to the date the Offer is first commenced, the Maryland Short Form Notice has been given to all holders of shares of Common Stock who, except for the application of Section 3-106.1 of the MGCL, would be entitled to vote on the Merger on the date such notice is given; (iii) deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iv) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and, unless waived by NASDAQ or the NASDAQ Listing Rules, mail by means of first class mail a copy of the Schedule TO, to NASDAQ in accordance with Rule 14d-3(a) promulgated under the Exchange Act; and (v) cause the Offer Documents to be disseminated to all holders of shares of Common Stock as and to the extent required by all applicable Laws, including the Exchange Act. (h) The Schedule TO shall include as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and a form of notice of guaranteed delivery (the Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as the “Offer Documents”). The Offer Documents shall include the Maryland Short Form Notice (whether as an exhibit or otherwise) as provided in clause (g)(ii) above and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any include a description of the foregoing rights shall not be deemed determinations, approvals and recommendations of the Company Board and the Company described in this Agreement (and a waiver of any change to such right determinations, approvals and each such right shall be deemed an ongoing right which may be asserted recommendations to the extent applicable at any the relevant time). Subject to the terms and conditions provisions of Section 5.2, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. Parent and this AgreementMerger Sub, Merger Sub shall accept for payment on the one hand, and pay forthe Company, in accordance with on the terms other hand, agree to use reasonable best efforts to (i) respond promptly to any comments of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser shall provide SEC 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement staff with respect to the payment Offer Documents and (ii) cause the Offer Documents when filed to comply with applicable Law and promptly correct any information provided by it for use in the Offer Documents, if and to the extent that any of them become aware that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Merger Sub agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Common Stock, in each case as and to the extent required by all applicable Laws, including the Exchange Act. The Company shall promptly furnish to Parent all information concerning the Company, its stockholders and the Company Subsidiaries that may be reasonably requested in connection with this Section 1.1(h). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give reasonable consideration to any such comments made by the Company and its counsel. In addition, Parent and Merger Sub shall provide the Company and its counsel promptly with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment on any proposed written or oral responses to the SEC or its staff in respect of the Schedule TO and Offer ConsiderationDocuments and Parent and Merger Sub shall give reasonable consideration to any such comments made by the Company and its counsel and shall give the Company and its counsel a reasonable opportunity to participate in any substantive telephonic communications with the staff of the SEC related thereto, to the Option Consideration (as defined in Section 5.2(d)) and extent such participation is not prohibited by the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------SEC or applicable Law.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated pursuant to Article 8 hereof and that no event shall have occurred and be continuing that, had the Tender Offer been commenced, would give rise to a right to terminate the Tender Offer pursuant to any of the conditions set forth in accordance with Article 10 hereofExhibit 1.2-E, as promptly as ---------- reasonably practicable (or by such other date as the Parties may mutually agree in writing), but in any no event within five business days after later than 10 Business Days following the date hereofof this Agreement, Merger Sub Acquisition shall, and Parent shall cause Acquisition to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and , the rules and regulations ------------ promulgated thereunder, an offer Tender Offer by offering to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, all of the outstanding shares of Common Stock at a price Stock, subject to the Minimum Condition, for an amount in cash per share (the “Tender Offer Price”) equal to 87% of $14.75 the book value per share of Common StockStock (“BVPS”), net as of 5:00 P.M. New York City time on the date that is ten (10) Business Days prior to the seller in cashexpiration of the Tender Offer (the “Calculation Date”). BVPS shall be calculated by the Company, without interest (such price or any higher price paid pursuant subject to the Offerreview and approval of the Special Committee, using the following data: (i) the market value of the Company’s agency securities and derivatives as of the Calculation Date, (ii) the appraised value of the Company’s non-agency securities as of the Calculation Date or the most recent prior date as of which such value can be determined, (iii) cash balances in the Company’s bank accounts as of the Calculation Date, (iv) the Company's repurchase agreement balances and interest payable to repurchase counterparties as of the Calculation Date, and (v) any other tangible assets or liabilities determined in accordance with generally accepted accounting principles, consistently applied ("GAAP"), including accruals, as of the Calculation Date, less $1.0 million to account for the Company's expenses related to the Transactions not included in the above-referenced accruals. B VPS shall be calculated as set forth on Schedule 1.2 and shall be certified by an authorized representative of the Company as true and accurate in all material respects. Estimates of BVPS shall be calculated as of 5:00 P.M., New York City time and posted to the Company’s website as soon as reasonably practicable on the date that the Tender Offer is commenced and on every Business Day thereafter until the Calculation Date. Thereafter, through the Expiration Date (as defined below), the "Tender Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration Price shall be correspondingly adjusted posted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesthe Company’s website. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Tender Offer shall be subject made by means of an offer to the conditions set forth in Exhibit A hereto and to purchase that describes the terms and conditions of the Tender Offer in accordance with this Agreement. (a) On the date of the commencement of the Tender Offer, Acquisition will (and Parent will cause Acquisition to), if it has not already done so, file with the SEC a combined Schedule 13E-3/Tender Offer Statement on Schedule TO with respect to the Tender Offer (together with any amendments or supplements that have been made or are made in the future, the “Schedule TO”), including forms of an offer to purchase, a letter of transmittal and a summary advertisement (the Schedule TO and the documents included in it by which the Tender Offer will be made, as they may be supplemented or amended, being the “Offer Documents”) and the notice referred to in Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Merger Notice”). --------- Promptly after that, Acquisition will communicate the Tender Offer and deliver the Offer Documents and the Maryland Short Form Merger Notice to the record holders and beneficial owners of Common Stock in accordance with applicable Law. Parent and Acquisition shall cause the Offer Documents to comply as to form in all respects with the requirements of the Exchange Act, the applicable rules and regulations of the New York Stock Exchange and any other applicable Laws. Each of Parent, Acquisition and the Company will promptly correct any information provided by it for use in the Offer Documents if and to the extent that information is or becomes incomplete or inaccurate in any material respect, and Parent and Acquisition will supplement or amend the Offer Documents to the extent required by the Exchange Act, file the amended or supplemented Offer Documents with the SEC and, if required, disseminate the amended Offer Documents or supplements to the Company’s stockholders. The Special Committee and its counsel will be given a reasonable opportunity to review and comment on the Offer Documents and any amendments or supplements to them before they are filed with the SEC or disseminated to the Company's stockholders, and Parent and Acquisition shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Special Committee and its counsel. In addition, Parent and Acquisition shall (i) provide the Special Committee and its counsel with copies of any written comments, (ii) inform them about any oral comments, that Parent or Acquisition 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, (iii) consult with the Special Committee and its counsel prior to responding to any such comments and (iv) provide the Special Committee with copies of all such written responses (or if oral responses, summaries thereof). Subject to the provisions of this Agreementpreceding sentence, Parent and Acquisition shall respond promptly to any comments received from the SEC or its staff with respect to the Offer shall expire 20 business days after Documents and take all other commercially reasonable actions necessary to resolve the date of issues raised therein, except to the extent any comments received from the SEC or its commencement, unless this Agreement is terminated in accordance staff with Article 10respect to the Offer Documents might require a delay or certain actions which might reasonably be viewed as detrimental to the Company or its stockholders, in which case no action may be taken without approval of the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of terminationSpecial Committee. (b) Merger Sub expressly reserves Unless extended as required or permitted by this Agreement, the right to modify day on which the terms of Tender Offer expires (the “Expiration Date”) will be no earlier than the 20th Business Day, nor later than the 75th day, after the day on which the Schedule TO (or any amendment(s) thereto) that includes the Offer Documents (the “Offer TO”) is filed with the SEC, or, if the Tender Offer has been extended as required or permitted by this Agreement, the date to which the Tender Offer has been so extended. The time on the Expiration Date at which the Tender Offer will expire is referred to as the “Expiration Time.” Parent and Acquisition shall not terminate the Tender Offer prior to waive any condition of the Offer, except that, scheduled Expiration Time (including any rescheduled Expiration Time) without the prior written consent of the Company, Merger Sub except in the event that this Agreement is terminated pursuant to Article 8. (c) If at the scheduled Expiration Time any of the conditions set forth on Exhibit 1.2-E shall not have been satisfied or waived by Parent or Acquisition (if permitted hereunder), then Acquisition shall (and Purchaser Parent shall cause Merger Sub not Acquisition to) extend the Tender Offer for one or more successive periods of up to 10 Business Days each in order to permit the satisfaction of such conditions; provided, that Parent and Acquisition will not be required to extend the Tender Offer for more than three successive periods of 10 Business Days each and no extension of the Tender Offer will be required to extend past the earlier of (A) the termination of this Agreement pursuant to Article 8 hereof, and (B) the Tender Outside Date (as defined below). (d) Subject to the satisfaction or waiver of the conditions to the Tender Offer set forth on Exhibit 1.2-E, Acquisition will (and Parent shall cause Acquisition to), promptly after the Expiration Time (and in any event in compliance with Rule 14e-1(c) under the Exchange Act), accept for payment and pay for all the shares of Common Stock validly tendered and not properly withdrawn pursuant to the Tender Offer on or before the applicable Expiration Time. Subject to Section 2.10(c), the Tender Offer Price payable in respect of each share of Common Stock validly tendered and not properly withdrawn pursuant to the Tender Offer shall be paid net to the seller in cash, without interest. Acquisition will not modify or waive the condition in paragraph (a) on Exhibit 1.2-E to reduce the Minimum Condition. In addition, Acquisition will not, without the prior consent of the Company, (i) waive decrease the Minimum Condition (as defined in Exhibit A)Tender Offer Price, --------- (ii) reduce decrease the number of shares of Common Stock subject to being solicited in the Tender Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Tender Offer, (viiv) modify, amend or modify any term or condition of the Offer (including add to the conditions set forth on Exhibit 1.2-E, including amending or waiving the Minimum Condition, (v) add any condition to the Tender Offer or (vi) extend the Expiration Date to a day which is more than 75 days after the day on which the Offer TO is filed with the SEC, except that (A) if the Tender Offer is modified to increase the Tender Offer Price or in any other manner --------- adverse to permitted by this Agreement, the holders Expiration Date may be extended until 10 Business Days after the day on which Acquisition makes a public announcement of Common Stock or the modification, (viiB) impose additional conditions to the Offer if anyone other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer Acquisition makes a tender offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and before the Tender Offer expires, Acquisition may extend the Expiration Date until not withdrawn represent less later than 90% 10 Business Days after the other tender offer expires, (C) if the Company delivers a Superior Proposal Notice (as defined below), Parent may extend the Expiration Date until not later than 10 Business Days after the last day on which Parent is permitted under Section 8.1(f) to deliver a Price Increase Notice (as defined below), or the last day of the issued two Business Day negotiation period under Section 8.1(g), and outstanding shares of if Parent delivers a Price Increase Notice by the Common Stock. Notwithstanding last day permitted under Section 8.1(f), or if a Superior Proposal Notice given under Section 8.1(g) is withdrawn without this Agreement terminating, Parent may extend the foregoing, Merger Sub may, without Expiration Date until not later than 10 Business Days (or such longer period as is required by applicable SEC rules or by law) after the consent of day on which Parent delivers the Price Increase Notice or the Superior Proposal Notice under Section 8.1(g) is withdrawn (or until such later date as is agreed upon by the Company, extend with the Offer for any period required by any rule, regulation, interpretation or position approval of the SEC Special Committee, and by Parent), and (D) if Acquisition is prevented by an order of a court or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all other governmental agency from accepting shares of Common Stock validly which are tendered and not withdrawn pursuant in response to the Tender Offer, Acquisition may extend the Expiration Date until not later than 10 Business Days after Acquisition is able to accept shares of Common Stock without violating any order of any court or other governmental agency. Acquisition may extend the Tender Offer as soon as practicable for a subsequent offer period after the expiration of Expiration Date as permitted by Rule 14d-11 under the OfferExchange Act. (ce) Purchaser If at least two Business Days before the scheduled Expiration Date, the Company delivers a Superior Proposal Notice to Parent and Acquisition as described in clause (iii) of Section 8.1(f), the Expiration Date will automatically be extended to the fourth Business Day after the day on which the Company delivers the Superior Proposal Notice to Parent, subject to compliance with the applicable requirements of the Exchange Act. (f) In the event that this Agreement is terminated pursuant to Article 8, Acquisition shall provide or (and Parent shall cause to be provided to Merger Sub on a timely basis Acquisition to) (i) within one Business Day after such termination, terminate the funds necessary to purchase Tender Offer, (ii) not acquire any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Tender Offer and shall be liable (iii) cause any depository acting on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined behalf of Acquisition to return, in Section 2.1)accordance with applicable Law, as the case may be, all tendered shares of its ----------- obligations under this Agreement with respect Common Stock to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------record holders thereof.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVII, then (i) not later than the first Business Day after execution of this Agreement, Parent and the Company shall issue separate public announcements regarding the execution of this Agreement and (ii) Merger Sub shall, as promptly soon as ---------- practicable practicable, but in any no event within later than five business days Business Days from and after the date hereofof such announcement, Merger Sub shall commenceincluding the date of announcement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act, commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer Offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, all of the outstanding shares of Company Common Stock at a price the Price Per Share. The initial expiration date of $14.75 per share of Common Stockthe Offer shall be the twentieth Business Day from and after the date the Offer is commenced, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- including the date of this Agreement and commencement as the closing of first Business Day in accordance with Rule 14d-2 under the Exchange Act. The Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis made pursuant to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange an Offer to Purchase and related Letter of sharesTransmittal in form reasonably satisfactory to the Company and containing terms and conditions set forth in this Agreement. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, payment and pay for, any for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) there being at least that number of shares of Company Common Stock representing a majority of the total issued and outstanding shares of Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer (the "MINIMUM SHARES") validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION") and (ii) the satisfaction of the other conditions set forth in Exhibit Annex A hereto and to the terms and hereto, any of which conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) may be waived by Merger Sub expressly reserves in its sole discretion; PROVIDED, HOWEVER, that Merger Sub shall not waive the right to modify the terms of the Offer and to waive any condition of the Offer, except that, Minimum Condition without the prior written consent of the Company, . The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered to Merger Sub shall not pursuant to the Offer. (and Purchaser shall cause b) Without the prior written consent of the Company, neither Parent nor Merger Sub not to) will (i) waive decrease the Minimum Condition (as defined Price Per Share payable in Exhibit A)the Offer, --------- (ii) reduce decrease the number of shares of Company Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid sought pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) Offer or change the form of consideration payable in the Offer, (viiii) change or amend the conditions to the Offer set forth in ANNEX A hereto or modify impose additional conditions to the Offer, (iv) change the expiration date of the Offer or (v) otherwise amend, add or waive any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of shares of Company Common Stock or (vii) impose additional conditions to Stock; PROVIDED, HOWEVER, that if on any scheduled expiration date of the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the any conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend and at the request of the Company) Company shall, from time to time, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is Offer for up to 5 additional Business Days (but in effect and no event shall Merger (1) the conditions to the Offer shall have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days waived and (for all such extensions2) beyond the originally scheduled expiration date of the Offer, if the number of shares of Company Common Stock that have been validly tendered and not withdrawn represent more than 50% but less than 90% of the total issued and outstanding shares of Company Common Stock on a fully diluted basis; PROVIDED, HOWEVER, that in no event shall the Common Stockextension permitted under the foregoing clause (y) exceed, in the aggregate, 10 Business Days. Notwithstanding anything to the foregoingcontrary in this Agreement, Merger Sub may, without the consent of the Company, Parent may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable during (but only to the Offerend of) the period in which the Company is attempting to cure a breach pursuant to Section 7.1(h). It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Parent and Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaserwill, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject subject to the terms and conditions of this Agreement, use their best efforts to consummate the Offer. Assuming the prior satisfaction or waiver of all the conditions to the Offer set forth in ANNEX A hereto, and subject to the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after permitted under applicable law, recognizing that the parties wish to close as expeditiously as possible following expiration or termination of the Offer. (c) Purchaser waiting period under the HSR Act. Parent shall provide provide, or cause to be provided provided, to Merger Sub Sub, on a timely basis basis, the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofX hereof and so long as none of the events 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 practicable, but in any no event within five later than the fifth business days day after the date hereof, Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendAgreement, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser Parent and Merger Sub to shall, and Parent shall cause Merger Sub to, commence the Offer and at the Offer Price. The initial expiration date for the Offer shall be the twentieth business day following the commencement of the Offer. The obligations of Merger Sub to accept for payment, payment and to pay for, for any shares of Common Stock tendered pursuant to the Offer shall be subject only to the 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 Exhibit A hereto whole or in part. Parent and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves reserve the right to modify the terms of the Offer and to waive any condition of the Offer; PROVIDED HOWEVER, except that, that without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to be purchased in the Offer, (iiiii) reduce the price per share of Common Stock to be paid pursuant Offer Price, (iii) modify or add to the OfferTender Offer Conditions, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, Offer or (viv) amend or modify make any term or condition other change in the terms of the Offer (including the conditions set forth on Exhibit A) in any manner --------- which is materially adverse to the holders of Common Stock or (vii) impose additional conditions to Stock. Notwithstanding the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waivedforegoing sentence, Merger Sub may, without the consent of the Company, (A) extend (or shall extend the Offer, if at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally then scheduled expiration date of the Offer. So long as this Agreement is in effect and Offer any of the conditions to Merger Sub's obligations to purchase the Offer shares of Common Stock have not been satisfied or waived, until the third business day after the day Merger Sub mayreasonably believes to be the earliest date on which such conditions will be satisfied, without the consent of the Company, (B) extend the Offer for from time to time up to a maximum of an aggregate period of not more than 20 business 30 days (for all such extensions) beyond the originally scheduled expiration date first day all of the Offer, if the number of shares of Common Stock that Tender Offer Conditions have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoingmet, Merger Sub may, without the consent of the Company, and/or (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed Notwithstanding the foregoing, (x) the Offer 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 (y) the Offer may not, without the Company's prior written consent, be extended pursuant to clause (A) above if the failure to satisfy any condition was caused by a material breach by Parent or Merger Sub of any of their representations, warranties, covenants or agreements set forth in this Agreement. Notwithstanding any thing to the contrary in this Agreement, Parent and Merger Sub agree that if immediately prior to any scheduled expiration date of the Offer, the Regulatory Conditions (as defined in Annex A) shall not have been satisfied, but at such scheduled expiration date each of the other conditions set forth in Exhibit Annex A are for (other than the sole --------- benefit of Merger Sub and Purchaser and may Minimum Condition) shall then be asserted by Merger Sub or Purchasersatisfied, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any the request of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this AgreementCompany, Merger Sub shall accept for payment and pay forextend the Offer from time to time, in accordance with 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 and not withdrawn pursuant on or prior to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser Offer and not withdrawn. Parent shall provide provide, or cause to be provided provided, to Merger Sub on a timely basis the all funds necessary to purchase any accept for payment, and pay for, all shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofIX, as promptly as ---------- practicable but in any event within five business days after the date hereofParent shall, Merger or shall cause Offer Sub shall commenceto, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, commence an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the acquire all outstanding shares of SRH Common Stock not owned, directly or indirectly, by the Company at a price of $14.75 72.00 per share of SRH Common Stock. Parent shall, net and shall cause Offer Sub to, accept for payment all shares of SRH Common Stock tendered to the seller in cashParent or Offer Sub at, without interest (such price or any higher price paid pursuant to the Offeras soon as possible following, the "Effective Time; provided, that Parent or Offer Consideration"). Notwithstanding the foregoingSub shall not be required to make payment for, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding or mail checks with respect to, tendered shares of SRH Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividenduntil the seventh calendar day following the Effective Time, subdivisionbut if the Effective Time occurs after December 17, reclassification1999 in no event earlier than January 10, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares2000. The obligation of Purchaser and Merger Parent or Offer Sub to commence consummate the Offer and to accept for payment, and pay for, payment any shares of SRH Common Stock tendered pursuant to the Offer thereto shall be subject only to the conditions set forth in Exhibit A hereto Article VIII to this Agreement and to the terms prior or concurrent consummation of the Merger (collectively, the "Offer Conditions"), which are for the sole benefit of Parent and conditions Offer Sub and may be asserted by Parent or Offer Sub regardless of this Agreement. --------- Subject the circumstances giving rise to any such condition, or waived by Parent or Offer Sub in whole or in part at any time and from time to time prior to acceptance of shares for payment in its sole discretion; provided, that in no event shall Parent or Offer Sub purchase (or accept for purchase) any shares of SRH Common Stock pursuant to the provisions Offer if the Merger shall not have occurred or concurrently occur. The Company and SRH agree that no shares of this AgreementSRH Common Stock held by the Company, the SRH or any of their respective Subsidiaries will be tendered to Parent or Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right pursuant to modify the terms of the Offer and to waive any condition of the Offer, except that. Parent and Offer Sub will not, without the prior written consent of the CompanySRH, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive decrease or change the Minimum Condition (as defined form of the consideration payable in Exhibit A)the Offer, --------- (ii) reduce decrease the number of shares of SRH Common Stock subject sought pursuant to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than or change the Offer Conditions (provided, that Parent or Investor in its sole discretion may waive any such conditions required by applicable law. So long as this Agreement and, in connection therewith, substitute a less restrictive condition) or (iv) make any other change in the terms or conditions of the Offer which is in effect and the conditions materially adverse to the Offer have not been satisfied or waivedholders of the shares of SRH Common Stock. Notwithstanding the foregoing, Merger Sub Parent and SRH may, without the consent of the CompanyCompany or SRH, (x) extend (or shall extend the Offer, if at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to Offer any of the Offer Conditions shall not have been satisfied or waived, Merger Sub mayuntil such time as all conditions are satisfied or waived, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensionsxi) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any statute, rule, regulation, interpretation or position of the SEC or the staff thereof any Governmental Authority applicable to the Offer. It is agreed , and (xii) extend the Offer for any reason on one or more occasions for an aggregate of not more than 15 business days beyond the latest expiration date that the conditions set forth in Exhibit A are for the sole --------- benefit would otherwise be permitted under clauses (x) and (xi) of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any timethis sentence. Subject to the Offer Conditions and the terms and conditions of the Offer and this Agreement, Merger Parent shall, and Parent shall cause Offer Sub shall to, accept for payment and pay for, in accordance with the terms of the Offer, all shares of SRH Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer; provided, that Parent or Offer Sub shall not be required to make payment for, or mail checks with respect to, tendered shares of SRH Common Stock until the seventh calendar day following the Effective Time, but if the Effective Time occurs after December 17, 1999 in no event earlier than January 10, 2000. (cE) Purchaser 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 and The following Section 7.15 shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect added to the payment Article VII of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Original Agreement.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 8.01 and none of the events set forth in paragraphs (a)—(g) of Annex I hereto shall have occurred and be continuing, as promptly as ---------- practicable but in any event within five business days on the date that is the 10th Business Day after the date hereofof this Agreement, Merger Sub MergerSub shall, and Parent shall commencecause MergerSub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer Offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, for cash all of the outstanding shares of Company Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesPrice. The obligation initial Expiration Date of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject 12 midnight, New York City time, at the end of the 20th Business Day following commencement of the Offer. The obligations of MergerSub to, and of Parent to cause MergerSub to, accept for payment and to pay for any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer and not validly withdrawn shall be subject only to (i) there being validly tendered and not validly withdrawn prior to the expiration of the Offer that number of shares of Company Common Stock which, when added to any shares of Company Common Stock already owned by Parent or any of the Parent Subsidiaries, if any, represents at least a majority of the shares of Company Common Stock outstanding on a Fully-Diluted Basis, excluding shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures (the “Minimum Condition”) and (ii) the satisfaction or waiver (to the extent permitted under this Agreement) of the other conditions set forth in Exhibit A Annex I hereto and (collectively, the “Offer Conditions”). MergerSub expressly reserves the right, from time to time, to waive any of the Offer Conditions or to make other changes in the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer; provided, except thathowever, that without the prior written consent of the Company, Merger Sub MergerSub shall not (and Purchaser shall cause Merger Sub not toA) (i) amend or waive the Minimum Condition Condition, (as defined in Exhibit A)B) decrease the Offer Price, --------- (iiC) reduce decrease the number of shares of Company Common Stock subject to sought in the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (vD) change the form of consideration payable in the Offer, (viE) amend or modify any term or condition impose conditions to the Offer that are in addition to the Offer Conditions, (F) extend the Expiration Date of the Offer (including the conditions set forth on Exhibit A) in any manner --------- other than as permitted in this Section 1.01 or (G) amend any of the terms and conditions of the Offer in any manner adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Company Common Stock. Notwithstanding the foregoing, Merger Sub (u) if there shall have been one or more Extension Excluded Parties as of the Extension Excluded Party Notice Date and the Company shall have delivered to Parent the written notice identifying such Extension Excluded Party in accordance with Section 5.03(b), MergerSub shall extend the Offer until the first Business Day following the Cut-off Date, (v) if on the initial Expiration Date of the Offer or on any subsequent scheduled Expiration Date of the Offer, all Offer Conditions shall not have been satisfied or waived, MergerSub may, without from time to time, in its sole discretion, extend the consent Offer for one or more periods of not more than five (5) Business Days each beyond such Expiration Date, provided, however, that MergerSub shall not be entitled to extend the CompanyOffer to any date occurring after the Termination Date, (w) MergerSub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or NASDAQ applicable to the Offer. It is agreed that , (x) MergerSub shall extend the conditions Offer for one or more periods of no more than five (5) Business Days each (or such longer period as the parties hereto agree) until the condition set forth in Exhibit A are for clause (ii) of the sole --------- benefit first paragraph of Merger Sub Annex I related to the HSR Act and Purchaser and may Foreign Antitrust Laws is satisfied or waived; provided, however, that in no event shall MergerSub be asserted by Merger Sub required to extend the Offer (1) beyond the Termination Date or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser (2) at any time that Parent or MergerSub is permitted to exercise terminate this Agreement pursuant to Article VIII, (y) if on any of scheduled Expiration Date, the foregoing rights Minimum Condition is not satisfied but all other Offer Conditions are satisfied, then MergerSub shall not extend the Offer on a single occasion for a five (5) Business Day period; provided, however, that in no event shall MergerSub be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted required to extend the Offer (1) beyond the Termination Date or (2) at any time. Subject time that Parent or MergerSub is permitted to terminate this Agreement pursuant to Article VIII, and (z) MergerSub may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the terms and conditions Exchange Act (a “Subsequent Offering Period”) of not more than twenty (20) Business Days to meet the Offer and this Agreement, Merger Sub shall accept for payment and pay forobjective that there be validly tendered, in accordance with the terms of the Offer, prior to the Expiration Date and not validly withdrawn, a number of shares of Company Common Stock, which when added to any shares of Company Common Stock already owned by Parent or any of the Parent Subsidiaries, represent at least 90% of the then outstanding shares of Company Common Stock at the Offer Closing (including following the exercise of the Top-Up Option at Parent or MergerSub’s option). In addition, MergerSub may increase the Offer Price and extend the Offer to the extent required by applicable Law in connection with such increase in each case in its sole discretion and without the Company’s consent. Subject to the prior satisfaction of the Minimum Condition and the prior satisfaction or waiver by Parent or MergerSub (to the extent permitted under this Agreement) of the other Offer Conditions, MergerSub shall, and Parent shall cause MergerSub to, in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable promptly (within the meaning of Rule 14e-1(c) promulgated under the Exchange Act) after expiration of the Offer (subject to the provisions of Rule 14d-11 under the Exchange Act, to the extent applicable). The Offer Price shall be net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer. Acceptance for payment of the shares of Company Common Stock pursuant to and subject to the conditions of the Offer after the expiration of the Offer is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. If the payment of the Offer Price is to be made to a Person other than the Person in whose name the tendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so tendered be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Offer Price to a Person other than the registered holder of the Certificate tendered, or required for any other reason relating to such holder or requesting Person, or shall have established to the satisfaction of Parent and MergerSub that such Tax either has been paid or is not required to be paid. (b) MergerSub 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, MergerSub shall, and Parent shall cause MergerSub to, promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, and MergerSub shall not in the event of any such termination pursuant to Article VIII acquire any shares of Company Common Stock pursuant to the Offer. If the Offer is terminated by MergerSub, or this Agreement is terminated prior to the acquisition of shares of Company Common Stock in the Offer, MergerSub shall promptly (within the meaning of Rule 14e-1(c) promulgated under the Exchange Act) return, and shall cause any depositary acting on behalf of MergerSub to return, in accordance with applicable Law, all shares of Company Common Stock that have been tendered in the Offer to the registered holders thereof. (c) Purchaser As soon as practicable on the date the Offer is commenced, Parent and MergerSub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase and forms of the related letter of transmittal and notice of guaranteed delivery and all other required or appropriate ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Subject to the Company’s compliance with Section 1.02(c), Parent and MergerSub shall cause the Offer Documents to be disseminated to holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. Parent and MergerSub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. MergerSub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. The Company shall promptly furnish to Parent and MergerSub all information concerning the Company that is required or reasonably requested by Parent or MergerSub in connection with the obligations relating to the Offer Documents contained in this Section 1.01(c). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC. In addition, Parent and MergerSub agree to: (i) provide the Company and its counsel with any comments or communications that Parent, MergerSub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or MergerSub’s, as the case may be, receipt of such comments or communications, (ii) cooperate with the Company and its counsel in responding to such comments or communications, and (iii) use their respective reasonable best efforts to respond promptly to such comments. (d) Parent shall provide or cause to be provided to Merger Sub MergerSub on a timely basis the funds consideration necessary to purchase pay for any shares of Company Common Stock that Merger Sub MergerSub becomes obligated to purchase accept for payment and pay for pursuant to the Offer Offer, and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, cause MergerSub to fulfill all of its ----------- MergerSub’s obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Agreement.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereofSection 9.1, Merger Sub shall, and Parent shall commencecause Merger Sub to, on or before December 3, 2013, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act"), the Offer. (b) and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") allThe obligations of Merger Sub to, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net Parent to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and cause Merger Sub to commence the Offer and to, accept for payment, payment and pay for, for (by means of funds provided to Merger Sub by Intermediary) any shares of Company Common Stock tendered pursuant to the Offer shall be is subject to the terms and the satisfaction or waiver (as provided in Section 2.1(c) below) of the conditions set forth in Exhibit A hereto Annex I (the “Offer Conditions”). On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (by means of funds provided to Merger Sub by Intermediary) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the expiration date of the Offer and in compliance with applicable Law. The acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub (by means of funds provided to Merger Sub by Intermediary) on a timely basis funds necessary to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencementOffer; provided that, unless otherwise provided in this Agreement is terminated or previously approved by the Company in accordance with Article 10writing, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer Parent and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) not: (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) Offer Price or change the form of consideration payable in the Offer, (viii) decrease the number of shares of Company Common Stock subject to or sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend or modify any other term or condition of the Offer (including the conditions set forth on Exhibit A) in any a manner --------- that is materially adverse to the holders of shares of Company Common Stock or (viivi) impose additional conditions extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the Stockholders as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company Subsidiary and the Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the Offer to the record and beneficial holders of shares of Company Common Stock. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any comments (whether written or oral) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer other than Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 2.1(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 2.1(e) or as may be required by applicable law. So long as this Agreement is in effect Law, the time and the conditions date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 2.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub mayshall, without the consent of the Companyand Parent shall cause Merger Sub to, extend (or shall extend at the request of the Company) the Offer for an aggregate period successive periods of not more than 20 business days 10 Business Days (the length of such period to be determined by Merger Sub), or for all such extensions) beyond longer period as the originally scheduled expiration date parties may agree in order to permit the satisfaction of the Offer. So long as this Agreement Offer Conditions; provided that if the sole then-unsatisfied Offer Condition is in effect and the conditions to Minimum Condition, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (i) is 40 Business Days; provided further that Merger Sub shall not, without the Company’s prior written consent, extend the Offer if all Offer Conditions have been satisfied or waived, (ii) Merger Sub mayshall, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Parent shall cause Merger Sub may, without the consent of the Companyto, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the its staff thereof applicable to the Offer. It is agreed that Offer or necessary to resolve any comments of the conditions set forth in Exhibit A are for SEC or its staff applicable to the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub Offer or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaserthe Offer Documents; provided that, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreementcase, Merger Sub shall accept not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date, and (iii) Merger Sub shall have the right successively to extend the Offer from time to time if, on the on the then-effective Expiration Date the Marketing Period shall not have been completed, and in each instance Merger Sub may extend the Offer for payment an extension period of not more than 10 Business Days (the length of such period to be determined by Merger Sub); provided that, unless the parties agree otherwise, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (iii) is 20 Business Days. Nothing in this Section 2.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 9.1. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and pay forParent shall cause Merger Sub to, promptly (and in any event within one Business Day of such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 9.1, prior to the terms acceptance for payment of shares of Company Common Stock tendered in the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all shares of tendered Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offerregistered holders thereof. (c) Purchaser 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------

The Offer. (a) Subject to the provisions conditions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereofAgreement, as promptly as ---------- practicable but in any no event within five business days later than ten (10) Business Days after the date hereofthat the Company executes this Agreement, Merger Sub shall, and Parent shall commencecause Merger Sub to, commence the Offer within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the applicable rules and regulations ------------ promulgated thereunder, an offer to purchase (of the "Offer") allExchange Act. The obligations of Merger Sub to, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net Parent to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and cause Merger Sub to to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Exhibit Annex A hereto and to the terms and conditions hereto. The initial expiration date of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after be the date 20th Business Day following the commencement of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with determined using Rule 14d-1(g)(3) of the terms hereof) shall expire on such date of termination. (b) SEC). Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iiiii) reduce the price per share of Common Stock to be paid pursuant Offer Price, (iii) waive or modify the Minimum Tender Condition (as defined in Annex A) to the Offerextent that Merger Sub or Parent would purchase 50% or less of the Fully Diluted Shares or to increase the Minimum Tender Condition, (iv) except as add to the conditions set forth belowin Annex A or modify any condition set forth in Annex A in any manner adverse to the Company Common Stockholders, (v) extend the Offer, or (vvi) change modify the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions (other than the Minimum Tender Condition) to Merger Sub’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, including, without limitation, HSR Clearance, (ii) extend the Offer for a period of not more than ten (10) Business Days beyond the initial expiration date of the Offer, if on the date of such extension less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iv) extend the Offer, one time only, for any reason for a period of not more than fifteen (15) Business Days beyond the latest expiration date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence. It In addition if at the otherwise scheduled expiration date of the Offer any condition to the Offer is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of not satisfied, Merger Sub shall, and Purchaser and may be asserted by Parent shall cause Merger Sub or Purchaserto, or may be waived in whole or in part by extend the Offer at the request of the Company for one period of not more than twenty (20) Business Days. In addition, Merger Sub or Purchaser, may make available a “subsequent offering period,” in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any accordance with Rule 14d-11 of the foregoing rights shall SEC, of not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any timeless than ten (10) Business Days. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (A) as soon as practicable after becoming obligated to purchase shares of Company Common Stock pursuant to the Offer, accept for payment and pay for, in accordance with the terms of the Offer, for all shares of Company Common Stock validly tendered and not 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, (B) on the closing date of the Offer (which shall be not more than five (5) Business Days following the Acceptance Date), deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Offer Price for all such accepted shares of Company Common Stock and (C) as soon as practicable after following such deposit, cause the expiration Paying Agent to pay for all shares of Company Common Stock so accepted for payment. (b) On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC and deliver to the Company and its counsel a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”). Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company Common Stockholders, in each case as and to the extent required by applicable Federal securities laws. To the extent practicable, the Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents each time before any such document is filed with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel as promptly as practicable with copies of any correspondence that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt of those comments. (c) Purchaser Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (d) Subject to Section 5.1 of this Agreement, if, between the date of this Agreement and the Acceptance Date, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, solely by reason of any stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares or any other similar transaction, the Offer and Price shall be liable on a direct correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares or any other similar transaction and primary basis for to provide to the performance Company Common Stockholders the same economic effect as contemplated by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect prior to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------such action.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 7.1 hereof and that none of the events set forth in Annex I hereto shall have occurred and be existing, as promptly as ---------- practicable but in any event within five business days after the date hereof, Merger Sub Purchaser shall commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer to purchase thereunder (the "OfferSecurities Exchange Act")) allthe Offer as promptly as practicable, and but in any no event ----- not less later than a majority on a fully diluted basis, ten business days following the first public announcement of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of shall use reasonable best efforts to complete the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this the Agreement. --------- Subject The obligation of Purchaser to accept for payment any Common Shares tendered shall be subject to the provisions satisfaction of this Agreement, only those conditions set forth in Annex I hereto. The Per Share Amount payable in the Offer shall be net to each seller in cash, subject to reduction only for any applicable withholding or stock transfer taxes payable by the seller. The Company agrees that no Common Shares held by the Company or any Company Subsidiaries (as defined below) will be tendered pursuant to the Offer. (b) Without the prior written consent of the Company, Purchaser shall not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Common Shares sought in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of the Common Shares. The Offer shall initially expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10Section 7.1 hereof, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such the date of termination. (b) Merger Sub expressly reserves . Purchaser agrees that it shall not terminate or withdraw the right to modify Offer or extend the terms expiration date of the Offer and to waive any condition of unless at the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition expiration date of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer described in Annex I hereto shall not have not been satisfied or earlier waived. Notwithstanding the foregoing, Merger Sub Purchaser may, without the consent of the Company, extend the Offer at any time, and from time to time, (or shall extend i) if at the request then scheduled expiration date of the CompanyOffer any of the conditions to Purchaser's obligation to accept for payment and pay for Common Shares shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the Offer Securities and Exchange Commission (the "SEC") or its staff applicable to the Offer; or (iii) if all conditions to Purchaser's obligation to accept for payment and pay for Common Shares are satisfied or waived but the number of Common Shares tendered is less than 90% of the then outstanding number of Common Shares, for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled latest expiration date that would be permitted under clause (i) or (ii) of this sentence. Notwithstanding the Offer. So long as this Agreement is preceding sentence, and in effect and the conditions addition to the Offer have been satisfied or waivedperiod permitted thereunder, Merger Sub Purchaser may, without the consent of the Company, extend provide for a subsequent offering period (in accordance with Rule 14d-11 promulgated under the Offer for an aggregate period Exchange Act) of not more than up to 20 business days (for all such extensions) beyond following the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept the acceptance for payment and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after prior to the expiration of the Offer. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. As soon as practicable on the date the Offer is commenced, Purchaser shall provide or cause to be provided to Merger Sub file with the SEC a Tender Offer Statement on a timely basis Schedule TO (together with all amendments and supplements thereto, the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement "Schedule TO") with respect to the Offer that will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, such Schedule TO and all applicable federal securities laws and will contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents"). Each of Parent, Purchaser and the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC, and Parent and Purchaser shall consider any such comments in good faith. (d) Upon the terms and subject to the conditions of the Offer, Purchaser shall accept for payment and pay for Common Shares as soon as permitted under the terms of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------applicable law.

The Offer. (a) Subject to the provisions conditions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof---------- Agreement, as promptly as ---------- practicable but in any no event within later than five business days after the date hereofof public announcement of this Agreement, Merger Sub shall, and Parent shall commencecause Sub to, commence the Offer within the meaning of Rule 14d-2 under the applicable rules and regulations of the Securities and Exchange Act of 1934 Commission (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer ConsiderationSEC"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser Sub to, and Merger of Parent to cause Sub to to, commence the --- Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in Exhibit A hereto and to (any of which may be waived by Sub in its sole discretion, provided that, without the terms and conditions written consent of this Agreementthe Company, Sub may not waive the Minimum Tender Condition (as defined in Exhibit A)). --------- Subject to the provisions The initial expiration date of this Agreement, the Offer shall expire 20 be the 20th business days after day following the date commencement of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with determined using Rule 14d-1(e)(6) of the terms hereof) shall expire on such date of termination. (b) Merger SEC). Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iiiii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (iv) except as set forth belowprovided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer, Offer or (vi) otherwise amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any a manner --------- adverse to the holders of Company Common Stock or (vii) impose additional conditions to Stock. Notwithstanding the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waivedforegoing, Merger Sub may, without the consent of the Company, (i) extend (or shall extend the Offer, if at the request scheduled expiration date of the CompanyOffer any of the conditions to Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for an aggregate a period of not more than 20 five business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled initial expiration date of the Offer, if on the number date of such extension the Minimum Tender Condition has been satisfied but less than 90% of the outstanding shares of Company Common Stock that have been validly tendered and not properly withdrawn represent less than 90% of pursuant to the issued and outstanding shares of the Common Stock. Notwithstanding the foregoingOffer, Merger Sub may, without the consent of the Company, (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the OfferOffer and (iv) extend the Offer for any reason for a period of not more than two business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (iii) of this sentence (it being understood that Sub may not extend the Offer pursuant to this clause (iv) if it has previously extended the Offer pursuant to clause (ii) of this sentence). It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall accept cause Sub to, pay for payment and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVIII, as promptly as ---------- reasonably practicable after the date of this Agreement but in any no event within five later than ten business days after the date hereofof this Agreement, Merger Sub shall, and Parent shall commence, cause Merger Sub to (and the Company shall cooperate with Parent and Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer to purchase thereunder (the "“ Exchange Act ”)) the Offer". (b) allSubject to the terms and conditions of this Agreement, and in any event ----- not less than a majority on a fully diluted basis, including the prior satisfaction or waiver of the outstanding conditions set forth in Annex I (the “Offer Conditions ”), Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the time and date of acceptance for payment, the “ Acceptance Time ”) and promptly following the acceptance of the shares of Company Common Stock at a price for payment pursuant to the Offer, pay (subject to any withholding of $14.75 per share of Common Stock, Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest (such price or any higher price paid interest, for each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer (and of Parent to cause Merger Sub to) accept for payment, and pay the Offer Price net to the seller in cash, without interest, for, any shares each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A hereto and satisfaction, or waiver by Parent or Merger Sub if permitted hereunder, of each of the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “ Offer to Purchase”) that contains the terms and conditions of this Agreement. --------- Subject to the provisions of Offer as set forth in this Agreement, including the Offer shall expire 20 business days after Minimum Tender Condition (as defined in Annex I) and the date of its commencement, unless this Agreement is terminated other conditions set forth in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Annex I. Parent and Merger Sub expressly reserves reserve the right (in their sole discretion) to modify (i) increase the Offer Price, (ii) waive, in whole or in part, any Offer Condition and (iii) make any other changes in the terms of the Offer and to waive any condition conditions of the Offer; provided that, except thatunless otherwise provided by Section 1.01(k), without the prior written consent of the Company, Parent and Merger Sub shall not (and Purchaser shall cause Merger Sub not toA) (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the OfferOffer Price, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (vB) change the form of consideration payable in the Offer, (viC) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose additional conditions on the consummation of the Offer, (E) amend or modify any term or condition of the Offer Conditions in a manner that adversely affects any holder of shares of Company Common Stock, (including F) change or waive the conditions set forth on Exhibit AMinimum Tender Condition, (G) extend or otherwise change the Expiration Date in any a manner --------- adverse to the holders other than as required or permitted by Section 1.01(e) of Common Stock this Agreement or (viiH) impose additional conditions to otherwise amend or modify the Offer other than such conditions required by applicable law. So long as in a manner that adversely affects any holder of shares of Company Common Stock. (d) Unless extended pursuant to and in accordance with the terms of this Agreement is in effect and the conditions to Agreement, the Offer have not been satisfied or waivedshall expire at midnight, Merger Sub mayNew York time, without on the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than date that is 20 business days (for all such extensionsthis purpose calculated in accordance with Rule 14d-1(g)(3) beyond under the originally scheduled expiration date Exchange Act) following the commencement of the Offer. So long as Offer (the “Initial Expiration Date ”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement is in effect Agreement, the date and the conditions time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the “ Expiration Date ”). (e) The Offer shall be extended from time to time as follows: (i) If on or prior to any then scheduled Expiration Date, any of the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied at the Acceptance Time), or waived, waived by Parent or Merger Sub mayif permitted hereunder, without the consent of the Company, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an aggregate period one or more successive periods of not more than 20 up to 10 business days each in order to permit the satisfaction of such conditions (for all subject to the right of Parent and Merger Sub to waive any condition (other than the Minimum Tender Condition) in accordance with this Agreement); provided that, such extensionsextension of the Offer does not extend past the earlier of (A) beyond the originally termination of this Agreement pursuant to Article VIII and (B) December 31, 2012 (the “ Outside Date”); (ii) If, within five business days prior to any then scheduled expiration Expiration Date, the Company receives a Company Competing Proposal (or a revision to a previously received Company Competing Proposal), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer so that the Expiration Date does not occur until the later of (x) the date that is 5 business days following the date of the Offer, if Company’s initial receipt of such Acquisition Proposal (or such revision to a previously received Acquisition Proposal) and (y) the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% first business day following the expiration of the issued and outstanding shares applicable Notice Period related to such Acquisition Proposal (or such revision to a previously received Acquisition Proposal); provided, that such extension of the Common Stock. Notwithstanding Offer shall not extend past the foregoingtermination of this Agreement pursuant to Article VIII; provided, further, that Merger Sub may, without the consent shall only be required to provide for one such extension of the Company, Offer pursuant to this Section 1.01(e)(ii) ; and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by any ruleapplicable Law, regulation, by interpretation or position of the SEC Securities and Exchange Commission (the “ SEC”) or its staff or by the staff thereof New York Stock Exchange ( “NYSE”) applicable to the Offer. It Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date (including any rescheduled Expiration Date) without the prior written consent of the Company except in the event that this Agreement is agreed that terminated pursuant to Article VIII. Nothing in this Section 1.01 shall affect any of the conditions termination rights set forth in Exhibit A Article VIII. (f) If fewer than 90% of the number of outstanding shares of Company Common Stock are accepted for payment pursuant to the sole --------- benefit of Offer, Parent and Merger Sub may, and Purchaser at the request of the Company shall, and may be asserted upon any such request by the Company Parent shall cause the Merger Sub to, provide for one “subsequent offering period” (and one or Purchaser, or may be waived more extensions thereof) in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of accordance with Rule 14d-11 under the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any timeExchange Act. Subject to the terms and conditions of this Agreement and the Offer and this AgreementOffer, Merger Sub shall (and Parent shall cause Merger Sub to) promptly after any Company Common Stock is validly tendered during a “subsequent offering period” (or any extension thereof) accept for payment payment, and pay (subject to any withholding of Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest, for, each share of Company Common Stock that is validly tendered during such “subsequent offering period” or any extension thereof promptly after any such share of Company Common Stock is tendered during any such period. The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.01(f). (g) In the event that this Agreement is terminated pursuant to Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) (i) within one business day of such termination, terminate the Offer, (ii) not acquire any shares of Company Common Stock pursuant to the Offer and (iii) cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the terms registered holders thereof. (h) As promptly as practicable on the date of the commencement of the Offer, all shares of Common Stock validly tendered Parent and not withdrawn pursuant Merger Sub shall prepare and file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase, the summary advertisement and form of the related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “ Offer Documents ”). Parent and Merger Sub shall as soon promptly as practicable after cause the expiration Offer Documents to be disseminated to holders of the Offershares of Company Common Stock in accordance with and to the extent required by Rule 14d-4 under the Exchange Act. Parent and Merger Sub agree that they shall cause the Offer Documents filed with the SEC by either Parent or Merger Sub to comply in all material respects with the Exchange Act and other applicable Laws. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub and Parent’s counsel all information concerning the Company, the Company’s Subsidiaries and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.01(h), including such information required by applicable Laws to be set forth in the Offer Documents. No filing of, or amendment or supplement to, the Offer Documents will be made by Parent or Merger Sub, without providing the Company and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Acceptance Time or during any “subsequent offering period” (or extension thereof) any information relating to the Company, Parent, Merger Sub, or any of their respective Affiliates, directors or officers should be discovered by any of the parties hereto, which should be set forth in an amendment or a supplement to the Offer Documents so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and Parent and Merger Sub shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, shall disseminate such amendment or supplement to the stockholders of the Company. Parent and Merger Sub shall notify the Company promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Offer Documents or for additional information, and shall promptly supply the Company with copies of all correspondence (including a written summary of any oral communications) between Parent, Merger Sub or any of their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Offer Documents. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. (ci) Purchaser If any portion of the Offer Price is to be paid to a person other than the person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. For the avoidance of doubt, Section 2.02(g) applies to payments made pursuant to this Section 1.01. (j) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase pay for any shares of Company Common Stock that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer. (k) If, between the date of this Agreement and the Acceptance Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization (but excluding any change that results from (i) the exercise of stock options or the conversion into Company Common Stock of other equity awards relating to the Company Common Stock or (ii) the grant of stock-based compensation (other than any such grants not made in accordance with the terms of this Agreement) to directors or employees of the Company or its Subsidiaries under the Company’s stock option or compensation plans or arrangements), the Offer and Price shall be liable on a direct appropriately and primary basis for the performance by Merger Sub proportionately adjusted to reflect such reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or the Surviving Corporation (as defined other similar change in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------capitalization.

The Offer. (a) Subject to the provisions conditions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereofAgreement, as promptly as ---------- practicable after the date of this Agreement (but in any no event within later than five business days after the date hereofpublic announcement of this Agreement), Merger Sub shall, and Parent shall commencecause Sub to, commence the Offer within the meaning of Rule 14d-2 under the applicable rules and regulations of the Securities and Exchange Act of 1934 Commission (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer ConsiderationSEC"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser Sub to, and Merger of Parent to cause Sub to to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the conditions set forth in Exhibit A hereto and to the terms and conditions A. The initial expiration date of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 be the 20th business days after day following the date commencement of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the terms hereof) shall expire on such date Securities Exchange Act of termination. 1934, as amended (b) Merger the "EXCHANGE ACT")). Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser Parent shall cause Merger not permit Sub not to) to (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Company Common Stock subject to the Offer, (iiiii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) waive or change the Minimum Tender Condition (as defined in Exhibit A), (iv) modify in any manner adverse to the holders of Company Common Stock or add to the conditions set forth in Exhibit A, (v) except as set forth belowprovided in the next sentence, extend the Offer, Offer or (vvi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend A) if at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled or any extended expiration date of the Offer. So long as Offer (whether extended pursuant to this Agreement is in effect and clause (A) or otherwise) any of the conditions to the Offer have been Sub's obligation to purchase shares of Company Common Stock are not satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate such period as Sub determines; PROVIDED that such extension shall be in increments of not more than 20 five business days (for if all such extensions) beyond the originally scheduled expiration date of the Offer, if conditions set forth in Exhibit A other than the number of shares of Common Stock that Minimum Tender Condition have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoingsatisfied or waived at such scheduled or extended expiration date, Merger Sub may, without the consent of the Company, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (C) if at the scheduled or any extended expiration date of the Offer less than 90% of the Fully Diluted Shares (as defined in Exhibit A) have been validly tendered and not withdrawn in the Offer, extend the Offer for a period of not more than ten business days in the aggregate beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) of this sentence. It is agreed In addition, Sub may make available a "subsequent offering period", in accordance with Rule 14d-11 of the Exchange Act. In the event that the conditions set forth in Exhibit A are for Minimum Tender Condition has not been satisfied or waived at the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any scheduled expiration date of the foregoing rights Offer, at the request of the Company, Sub shall, and Parent shall not be deemed a cause Sub to, extend the expiration date of the Offer in such increments as Sub may determine until the earliest to occur of (w) the satisfaction or waiver of any such right condition, (x) Parent reasonably determines that such condition to the Offer is not capable of being satisfied on or prior to the Outside Date (as defined in Section 8.01(b)(i)), (y) the termination of this Agreement in accordance with its terms and each such right shall be deemed an ongoing right which may be asserted at any time(z) the Outside Date. Subject to On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS"). Each of Parent, Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and Sub shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the stockholders of the Company. Parent and Sub shall provide the Company and its counsel in writing with any comments Parent, 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 with a reasonable opportunity to participate in the response of Parent or Sub to such comments. (c) Purchaser Prior to the expiration of the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have previously been validly terminated in accordance with Article 10 hereofSection 7, as promptly as ---------- practicable after the date hereof, but in any event within five ten business days after the date hereofof this Agreement, Merger Sub Purchaser shall commencecommence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for all of the outstanding Company Shares (including any Company Shares subject to repurchase rights in favor of the Company) for consideration per Company Share consisting of the Offer Price. (The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act", is referred to in this Agreement as the “Offer Commencement Date”). (b) and As promptly as practicable on the rules and regulations ------------ promulgated thereunder, an offer later of: (i) the earliest date as of which Purchaser is permitted under applicable Legal Requirements to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid accept for payment Company Shares tendered pursuant to the Offer, ; and (ii) the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the earliest date as of this Agreement and the closing which each of the conditions set forth in Annex I (the “Offer the outstanding shares of Common Stock Conditions”) shall have been changed into a different number of shares satisfied or a different class by reason of any stock dividendwaived, subdivision, reclassification, recapitalization, split, combination or exchange of shares, Purchaser shall (and Parent shall cause Purchaser to) accept for payment all Company Shares tendered pursuant to the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares(and not validly withdrawn). The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock payment Company Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A hereto satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). As promptly as practicable after the acceptance for payment of any Company Shares tendered pursuant to the terms and conditions of this Agreement. --------- Subject Offer, Purchaser shall pay for such Company Shares. (c) Notwithstanding anything to the provisions of contrary contained in this Agreement, the Offer neither Parent nor Purchaser shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) ): (i) change or waive the Minimum Condition (as defined in Exhibit AAnnex I), --------- ; (ii) reduce decrease the number of shares of Common Stock subject Company Shares sought to be purchased by Purchaser in the Offer, ; (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, Offer Price; (iv) extend or otherwise change the expiration date of the Offer (except as set forth below, extend to the Offer, extent required pursuant to Section 1.1(d)); (v) change the form of consideration payable in the Offer, ; or (vi) amend amend, modify or modify supplement any term or condition of the Offer (including Conditions or terms of the conditions set forth on Exhibit A) Offer in any a manner --------- adverse that adversely affects, or would reasonably be expected to adversely affect, the holders of Common Stock or Company Shares. (viid) impose additional conditions to Unless extended as provided in this Agreement, the Offer other than such conditions required by applicable law. So long shall expire on the date (the “Initial Expiration Date”) that is 20 business days (calculated as this Agreement is set forth in effect and Rule 14d-1(g)(3) under the conditions to Exchange Act) after the Offer have Commencement Date. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been satisfied or waived, Merger Sub maythen Purchaser, without the consent of the Company, may (and, to the extent requested by the Company from time to time, shall) extend (or shall extend at the request of the Companyand re-extend) the Offer and its expiration date for an aggregate one or more periods ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, that no individual extension shall be for a period of not more than 20 10 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the prior written consent of the Company, extend the . The Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled may be terminated prior to its expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and (as such expiration date may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right extended and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, re-extended in accordance with the terms of the Offerthis Agreement), all shares of Common Stock but only if this Agreement is validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offerterminated in accordance with Section 7. (ce) Purchaser shall may, in its discretion, elect to provide for a subsequent offering period (and one or cause to be provided to Merger Sub on a timely basis more extensions thereof) (and, if immediately following the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation Acceptance Time (as defined in Section 2.11.4(a)), as Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the case may beCompany Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the extent requested by the Company, Purchaser shall provide for a subsequent offering period of its ----------- obligations at least 10 business days) in accordance with Rule 14d-11 under this Agreement the Exchange Act following the Acceptance Time. (f) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Shares occurring or having a record date on or after the date of this Agreement and prior to the payment of by Purchaser for the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Company Shares.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereofMerger Agreement, as promptly as ---------- practicable practicable, but in any no event within five business days after the date hereoflater than February 23, Merger 1998, Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") allshall, and in any event ----- not less than a majority on a fully diluted basisPurchaser shall cause Sub to, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to commence the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Sub to, and of Purchaser and Merger to cause Sub to to, commence the Offer and accept for payment, and pay for, any shares of Company Common Stock Shares and Company Preferred Shares tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto (any of which, including the Minimum Condition (as defined in Exhibit A) may be waived by Sub in its sole discretion) and to the terms and conditions of this Merger Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive reduce the Minimum Condition (as defined number of Company Common Shares and Company Preferred Shares to be purchased in Exhibit A), --------- the Offer; (ii) reduce the number of shares of Common Stock subject to Share Offer Price or the OfferPreferred Share Offer Price, except as otherwise provided in this Merger Agreement; (iii) reduce modify or add to the price per share conditions set forth in Exhibit A in any manner that the Board of Common Stock Trustees of the Company, in the exercise of its fiduciary obligations, determines to be paid pursuant adverse to the Offer, holders of Company Common Shares or Company Preferred Shares; (iv) except as set forth belowprovided in the next sentence, extend the Offer, ; (v) change the form of consideration payable in the Offer, ; or (vi) amend or modify any other term or condition of the Offer (including in a manner that the conditions set forth on Exhibit A) Board of Trustees of the Company, in any manner --------- the exercise of its fiduciary obligations, determines to be adverse to the holders of Company Common Stock or (vii) impose additional conditions to Shares and Company Preferred Shares. Notwithstanding the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waivedforegoing, Merger Sub may, without the consent of the Company, (i) extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days (following commencement of the Offer) for all such extensions) beyond a period not to exceed 20 business days, if at the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and Offer any of the conditions to the Offer have been Sub's obligation to accept for payment, and pay for, Company Common Shares and Company Preferred Shares shall not be satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days until such time as such conditions are satisfied or waived; or (for all such extensionsii) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Merger Agreement, Merger Sub shall, and Purchaser shall cause Sub to, accept for payment payment, and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock Shares and Company Preferred Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Purchaser and Sub shall file with the SEC a Tender Offer Statement on 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 will be made, together with any supplements or amendments thereto, the "Offer Documents"). Purchaser and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), and the Offer Documents on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Purchaser or Sub with respect to information supplied by the Company specifically for inclusion in the Offer Documents. Each of Purchaser, Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Purchaser and Sub further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's shareholders, in each case as and to the extent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to shareholders of the Company. Purchaser and Sub agree to provide the Company and its counsel any comments Purchaser, Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Subject to the terms and conditions of the Offer, Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase accept for payment, and pay for, any shares of Company Common Stock Shares and Company Preferred Shares that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject On the terms and subject to the provisions conditions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereofAgreement, as promptly as ---------- practicable but in any event within five seven (7) business days after from the date hereof, the Buyer shall (or shall cause Merger Sub shall commence, to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act") and ”)), the rules and regulations ------------ promulgated thereunder, an offer Offer to purchase (the "Offer") all, any and in any event ----- not less than a majority on a fully diluted basis, of the all outstanding shares of Company Common Stock at a price of $14.75 for consideration per share of Common Stock, net equal to $5.80 (the “Offer Consideration”) in cash. On the terms and subject to the seller in cashprior satisfaction or waiver of the conditions of the Offer and this Agreement, without interest the Buyer shall (such price or any higher price paid shall cause Merger Sub to) accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer, Offer as soon as practicable after the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing expiration of the Offer the outstanding shares of Common Stock and shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, pay the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect for all such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange shares of sharesCompany Common Stock promptly after acceptance. The obligation of Purchaser and the Buyer (either directly or through Merger Sub Sub) to commence the Offer and to accept for payment, payment and pay for, any the Offer Consideration for shares of Company Common Stock validly tendered pursuant to in the Offer and not properly withdrawn shall be subject to the conditions set forth in Exhibit A hereto and Annex I to the terms and conditions this Agreement (which is annexed to this Amendment). (b) The initial expiration date of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 be the twentieth (20th) business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act). If on or prior to any then scheduled expiration date of the Offer, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by the Buyer or Merger Sub if permitted hereunder, the Buyer shall (and shall cause Merger Sub to) extend the Offer for periods of up to ten (10) business days after each until the earlier of (x) the date on which the Minimum Condition has been met and all of its commencement, unless the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub VIII. The Buyer expressly reserves the right right, subject to compliance with the Exchange Act, to waive, amend or modify the terms any term or condition of the Offer and to waive any condition of the Offerin its sole discretion; provided, except however, that, without the prior written consent of the Company, Merger Sub the Buyer shall not (and Purchaser shall cause Merger Sub not to) not: (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of decrease the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock Consideration, or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if decrease the number of shares of Company Common Stock that have been validly tendered and not withdrawn represent less than 90% sought pursuant to the Offer; (ii) extend the expiration date of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer except (A) as required by this Agreement or applicable law (including for any period required by any rule, regulation, interpretation or position of the SEC United States Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaserthereof), or may (B) in connection with an increase in the consideration to be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn paid pursuant to the Offer so as soon as practicable after to comply with applicable rules and regulations of the SEC; (iii) waive the Minimum Condition; (iv) amend any term of the Offer in any manner adverse to holders of shares of Company Common Stock; or (v) impose any condition to the Offer not set forth in Annex I. Neither the Buyer nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with its terms, in which case the Buyer shall (or shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) business day) after such termination of this Agreement. The Buyer may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Company Common Stock in the Offer. (c) Purchaser On the date of commencement of the Offer, the Buyer shall (or shall cause Merger Sub to) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain an offer to purchase (the “Offer to Purchase”), a form of the related letter of transmittal, and ancillary documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the “Offer Documents”). The Buyer and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the other Offer Documents prior to the filing thereof with the SEC, and the Buyer and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). The Buyer and Merger Sub agree that the Offer Documents shall comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by the Buyer or Merger Sub with respect to information supplied by the Company or any of its stockholders for inclusion or incorporation by reference in the Offer Documents. The Buyer and Merger Sub shall take all steps necessary to cause the Offer Documents to be disseminated to holders of shares of Company Common Stock, as and to the extent required by applicable U.S. federal securities laws. Each of the Buyer, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Buyer and Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws. The Buyer and Merger Sub shall provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments the Buyer, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, which comments the Buyer and Merger Sub shall give reasonable and good faith consideration), and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Buyer or Merger Sub or their counsel. (d) The Buyer shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any and all shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer Offer. (e) The Buyer and Merger Sub shall be liable on a direct entitled to deduct and primary basis for withhold from the performance by consideration otherwise payable pursuant to the Offer such amounts as the Buyer OR Merger Sub or the Surviving Corporation (as defined in Section 2.1)Sub, as the case may be, of its ----------- obligations under this Agreement reasonably determines that it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the Offer Consideration“Internal Revenue Code”), the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------or under any other applicable law.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as As promptly as ---------- practicable (but in any no event within later than five business days after the date public announcement of the execution hereof), Merger Sub shall commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act")) and the rules and regulations ------------ promulgated thereunder, an a tender offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, for all of the outstanding shares of Company Common Stock (including the Company Preferred Rights) at a price of $14.75 20 per share of Company Common Stock, net to the seller in cash, without interest cash (such price price, or any such higher price per share as may be paid pursuant to in the Offer, being referred to herein as the "Offer ConsiderationPrice"). Notwithstanding , subject to there being validly tendered and not withdrawn prior to the foregoing, if between ------------------- the date of this Agreement and the closing expiration of the Offer the outstanding shares of Common Stock shall have been changed into a different Offer, that number of shares or of Company Common Stock (excluding shares of Company Common Stock held in the Company's treasury) which represents at least a different class by reason majority of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted Company Common Stock outstanding on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser Fully Diluted Basis (the "Minimum Condition") and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the other conditions set forth in Exhibit Annex A hereto hereto, and shall consummate the Offer in accordance with its terms ("Fully Diluted Basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under the Existing Options). The obligations of Merger Sub to accept for payment and to pay for any Company Common Stock validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms and conditions of this Agreement. --------- Subject to the provisions of set forth in this Agreement, the Offer Minimum Condition and the other conditions set forth in Annex A hereto. Merger Sub shall expire 20 business days after not amend or waive the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case Minimum Condition and shall not decrease the Offer (whether Price or not previously ---------- extended in accordance with decrease the terms hereof) shall expire on such date number of termination. (b) Merger Sub expressly reserves the right to modify the terms shares of Company Common Stock sought, or amend any other condition of the Offer and in any manner adverse to waive any condition the holders of the Offer, except that, Company Common Stock without the prior written consent of the Company; provided, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive however, that if on the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally initial scheduled expiration date of the Offer. So long as this Agreement is in effect and Offer which shall be twenty business days after the conditions to date the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act to have expired or been satisfied or waivedterminated, Merger Sub may, without shall extend the consent expiration date from time to time until two business days after the expiration of the Companywaiting period under the HSR Act. Merger Sub shall, extend on the Offer terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for an aggregate period of not more than 20 business days (for all such extensions) beyond payment Company Common Stock tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the originally scheduled initial expiration date of the OfferOffer (as it may be extended), if the number of shares of Company Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, Merger Sub may extend the Offer two times for a period not to exceed ten business days, notwithstanding that all conditions to the Offer are satisfied as soon as practicable after the of such expiration date of the Offer. (cb) Purchaser shall provide or cause to be provided to As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement Schedule 14D-1 with respect to the payment Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the 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 Merger Sub with respect to information furnished by the Company to Parent or Merger Sub, in writing, expressly for inclusion in the Offer ConsiderationDocuments. The information supplied by the Company to Parent or Merger Sub, in writing, expressly for inclusion in the Option Consideration Offer Documents and by Parent or Merger Sub to the Company, in writing, expressly for inclusion in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each of Parent and Merger Sub will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to the Stockholders, in each case as defined in Section 5.2(d)) and to the extent required by applicable federal securities laws. Each of Parent and Merger Sub, on the one hand, and the -------------- Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Parent and Merger Consideration (Sub will take all steps necessary to cause the Offer Documents as defined so corrected to be filed with the SEC and to be disseminated to the Stockholders, in Section 5.2(b))each case as and to the extent required by applicable federal securities laws. --------------The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and Merger Sub will provide the Company and its counsel, in the form in which they are received, with any comments, whether written or oral, Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as As promptly as ---------- practicable but in any event within five business days after the date hereofof this Agreement, Merger Sub shall commence, (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer to purchase thereunder (the "“Exchange Act”)) the Offer". (b) allThe obligation of Merger Sub to accept for payment and pay for any shares of 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, and in any event ----- not less than together with the shares beneficially owned by Parent or Merger Sub (if any), represents the greater of (A) a majority of the total number of shares of Company Common Stock outstanding without giving effect to the Top-Up Shares and (B) one share more than ninety percent (90%) of the total number of shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully diluted basisbasis (which assumes the conversion or exercise of all Company Stock Options and other derivative securities and the vesting and/or exercise of all other Company Stock Awards, in each case, regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the outstanding other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time; provided that if, at or prior to any Expiration Time, Parent delivers a price notice to the Company representing that the full amount of $14.75 per the Debt Financing has not been funded and would not be available to be funded at the consummation of the Offer if such Expiration Time were not extended, then Purchaser may (on one occasion only) extend the Offer and such Expiration Time for up to ten (10) Business Days in its sole discretion. The Offer Price payable in respect of each share of Company Common Stock, Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest interest, on the terms and subject to the conditions set forth in this Agreement. (such price 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 higher price paid pursuant 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 (i) reduce the number of shares of Company Common Stock subject to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of (ii) reduce the Offer Price, (iii) change, modify or waive the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendMinimum Condition, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject (iv) add to the conditions set forth in Exhibit A hereto and or modify or change any Offer Condition in a manner adverse in any material respect to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms any shareholders of the Offer and to waive any condition Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (vvi) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any shareholders of the Company. (d) The Offer shall expire at midnight (Minneapolis 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, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (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 Offer other than such conditions required by applicable law. So long as contrary, and without limiting Parent’s or Merger Sub’s obligations under this Agreement is in effect and the conditions to the Offer have not been satisfied or waivedSection 1.01(e), Merger Sub (i) may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub mayits sole discretion, without the consent of the Company, extend the Offer on one or more occasions for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally any period, if on any then-scheduled expiration date Expiration Time any of the OfferOffer Conditions shall not be satisfied or, if the number of shares of Common Stock that have been validly tendered in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (ii) shall extend the Offer for any period required by applicable Law, any rule, regulation, interpretation or position of the SEC or Securities and Exchange Commission (the “SEC”), the staff thereof or the NASDAQ Capital Market (“NASDAQ”) applicable to the Offer. It is agreed , and until any waiting period (and any extension thereof) applicable to the consummation of the Offer under any applicable antitrust, competition or similar Law shall have expired or been terminated; provided, however, that the conditions set forth in Exhibit A are for the sole --------- benefit of no event shall Merger Sub and Purchaser and may be asserted by Merger Sub required to extend the Offer (A) beyond January 31, 2018 (the “Outside Date”) or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser (B) at any time that Parent or Merger Sub is permitted to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject terminate this Agreement pursuant to ARTICLE VIII. (f) On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, in accordance with the terms for (subject to any withholding of the Offer, 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 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” (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, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, modifications, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments, modifications and supplements thereto, the “Offer Documents”). The Company agrees to promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments, modifications or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response (including, if applicable, participation in the formulation of any written response(s) to any comments of the SEC with respect to the Offer Documents), and Parent and Merger Sub shall give reasonable consideration to any such comments. (ci) Purchaser Parent and Merger Sub shall, on the same date that the Offer is commenced, file with the Commissioner of Commerce of the State of Minnesota and deliver to the Company a registration statement relating to the Offer required to be filed pursuant to Chapter 80B of Minnesota Statutes and will disseminate to the shareholders of the Company the information specified in Chapter 80B.03 of the Minnesota Statutes. Parent and Merger Sub shall promptly provide copies to the Company of any and all correspondence between them and the Minnesota Department of Commerce with respect to compliance with Chapter 80B, and shall promptly respond as soon as possible to address any such comments or actions required by the Minnesota Department of Commerce to consummate the transactions contemplated by this Agreement. (j) Subject to the prior satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase pay for any shares of Company Common Stock that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer Offer. (k) For purposes of this Agreement and the Offer, unless mutually agreed by Parent and the Company, any shares of Company Common Stock subject to notices of guaranteed delivery shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect deemed not to the payment of be validly tendered into the Offer Consideration, (including for purposes of determining whether the Option Consideration (as defined in Section 5.2(d)Minimum Condition has been satisfied) unless and until the -------------- shares of Company Common Stock underlying such notices of guaranteed delivery are delivered to or on behalf of Merger Consideration (as defined in Section 5.2(b)). --------------Sub.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with pursuant to Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereofIX, Merger Sub shall commence, (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (Offer within a reasonable period of time following the "Offer") alldate of this Agreement, and in any event ----- within ten (10) Business Days following the execution of this Agreement by the parties (or such other date as the parties may agree in writing). (b) The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any shares of Company Common Stock validly tendered and not less than 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 of Company Common Stock beneficially owned by Parent or Merger Sub (if any), represents at least a majority of the shares of Company Common Stock outstanding as of immediately prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Section 2.1) (the “Minimum Condition”); (ii) the Company Board having granted each of Parent and Merger Sub an effective exemption from the restrictions on a fully diluted basistransfer and ownership of the Company’s stock contained in Article VII of the Company Charter (the “Ownership Limit Waivers”); and (iii) the satisfaction, or waiver by Parent or Merger Sub, of the outstanding other conditions and requirements set forth in Exhibit A, as such conditions may be modified in accordance with this Agreement (together with the Minimum Condition and the Ownership Limit Waivers, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have been delivered pursuant to such procedures. Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock at a price validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of $14.75 per each share of Company Common Stock, net Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest (such price or subject to any higher price paid withholding of Tax pursuant to Section 4.3), on the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement terms and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVIII, below, as promptly as ---------- practicable but in any event within five business days after the date hereofof this Agreement, and in any event, within fifteen (15) Business Days, Merger Sub shall commence, (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) the Offer. (b) The obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the rules Offer shall be subject to: (i) the satisfaction of the Minimum Condition; and regulations ------------ promulgated thereunder(ii) the satisfaction, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basisor waiver by Parent or Merger Sub, of the outstanding other conditions and requirements set forth in Exhibit A to this Agreement (together with the Minimum Condition, the "Offer Conditions"). Subject to the satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Common Stock at a price validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Offer Price payable in respect of $14.75 per each share of Company Common Stock, Stock validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest interest, on the terms and subject to the conditions set forth in this Agreement. (such price 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 higher price paid pursuant 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, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of (ii) reduce the Offer Price, (iii) change, modify or waive the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendMinimum Condition, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject (iv) add to the conditions set forth in Exhibit A hereto and or modify or change any Offer Condition in a manner adverse in any material respect to the terms and conditions any holders of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms Company Common Stock of the Offer and to waive any condition Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (vvi) change the form of consideration payable in the OfferOffer 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. (vid) amend or modify any term or condition 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 (including the conditions set forth on Exhibit A"Initial Expiration Time") or, in any manner --------- adverse the event the Initial Expiration Time has been extended pursuant to this Agreement, the holders of Common Stock or (vii) impose additional conditions date and time to which the Offer other than has been so extended (the Initial Expiration Time, or such conditions required by applicable law. So long later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as this Agreement is in effect and the conditions to "Expiration Time"). (e) Merger Sub may extend the Offer have not been satisfied or waived, Expiration Time at any time with the Company’s written consent. Merger Sub (i) may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company’s consent, extend the Offer on one or more occasions for an aggregate a period of not more than 20 business days ten (for all such extensions10) beyond the originally Business Days, if on any then-scheduled expiration date Expiration Time any of the OfferOffer Conditions shall not be satisfied or, if the number of shares of Common Stock that have been validly tendered in Merger Sub's reasonable discretion, waived, until such time as such condition or conditions are satisfied or waived and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (ii) shall extend the Offer for any period required by applicable Law, any rule, regulation, interpretation or position of the SEC or Securities and Exchange Commission (the "SEC"), the staff thereof or the NASDAQ Stock Market ("NASDAQ") applicable to the Offer. It is agreed that ; provided, however, that, without the conditions set forth in Exhibit A are for the sole --------- benefit of Company’s written consent, Merger Sub shall not extend the Offer beyond the earlier of the October 31, 2016 (the "Outside Date") and Purchaser the termination of this Agreement. If, as of any Offer Expiration Time, any Offer Condition is not satisfied and may be asserted has not been waived by Merger Sub or Purchaserin its sole discretion, or may be waived in whole or in part by 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 Purchasersuch longer or shorter period as the parties hereto may agree) to permit such Offer Condition(s) to be satisfied; provided, in their sole discretion. The failure by however, that, without the Company’s written consent, Merger Sub or Purchaser at any time to exercise any of shall not extend the foregoing rights Offer, and without Merger Sub’s prior written consent, Merger Sub shall not be deemed a waiver required to extend the Offer, in each case beyond the earlier of any such right the Outside Date and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the termination of this Agreement (f) On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, in accordance with the terms for (subject to any withholding of the Offer, 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 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. (ch) Purchaser 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 TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the "Schedule TO"). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, the "Offer Documents"). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent 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 a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub Sub, on a timely basis basis, the funds necessary to purchase pay for any shares of Company Common Stock that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer 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 liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect deemed not to the payment of be validly tendered into the Offer Consideration, unless and until the Option Consideration (as defined in Section 5.2(d)) and the -------------- shares underlying such notices of guaranteed delivery are delivered to Merger Consideration (as defined in Section 5.2(b))Sub. --------------26995100v.1

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereof7 and none of the events or conditions set forth in Annex A shall have occurred and be existing, Parent shall cause Acquisition I and Holdco to amend the Original Offer not later than February 1, 2001 as promptly required to reflect the revised terms and conditions set forth in this Agreement, including Holdco as ---------- practicable but the Offeror. In the Offer, each Share together with the associated Right accepted by Holdco in any event within five business days after accordance with the date hereofterms of the Offer shall be exchanged for the right to receive from Holdco, Merger Sub shall commenceat the election of the holder of such Share: (X) the Cash Consideration or (Y) the Common Stock Consideration plus cash in lieu of fractional shares of Holdco Common Stock in accordance with Section 1.1(g), within without interest, or (Z) the meaning Preferred Stock Consideration plus cash in lieu of Rule 14d-2 under fractional shares of Holdco Preferred Stock in accordance with Section 1.1(g), without interest, subject to proration in the Securities Exchange Act case of 1934 alternatives (the "Exchange Act"Y) and (Z) as set forth in Sections 1.1(d) and (e). In the rules Offer, each Preferred Share accepted by Holdco in accordance with the terms of the Offer shall be exchanged for the right to receive the Per Preferred Share Amount. Parent and regulations ------------ promulgated thereunder, an offer Holdco shall use all reasonable efforts to purchase (consummate the "Offer") all. Parent shall cause Holdco to accept for payment, and in any event ----- Holdco shall accept for payment, Shares and Preferred Shares which have been validly tendered and not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid withdrawn pursuant to the Offer, Offer at the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing earliest time following expiration of the offering period in the Offer at which all conditions to the outstanding shares of Common Stock Offer shall have been changed into a different number of shares satisfied or a different class waived by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesHoldco. The obligation of Purchaser and Merger Sub Holdco to commence the Offer and accept for payment, and pay for, any shares of Common Stock for Shares and/or Preferred Shares tendered pursuant to the Offer shall be subject only to the condition that the sum of the number of Shares validly tendered plus the number of Preferred Shares validly tendered shall be at least 25,646,399 shares (the "Minimum Condition") and the other conditions set forth in Exhibit Annex A hereto and to the terms and conditions of this Agreementhereto. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub Holdco expressly reserves the right to modify increase the terms of Per Share Amount or the Offer Per Preferred Share Amount and to waive any condition of the Offer, except that, without the Minimum Condition. Without the prior written consent of the Company, Merger Sub Holdco shall not (and Purchaser shall cause Merger Sub not to) (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce Per Share Amount or the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) Per Preferred Share Amount or change the form of consideration payable in the Offer, (vi) decrease the number of Shares or Preferred Shares sought to be purchased in the Offer, impose additional conditions to the Offer, amend or modify any other term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock Shares or (vii) impose additional conditions Preferred Shares, reduce the time period during which the Offer shall remain open or waive the Minimum Condition. The Cash Consideration and the Per Preferred Share Amount shall be paid net to the Offer other than such conditions seller in cash, less any required by applicable law. So long as this Agreement is in effect withholding of taxes, upon the terms and subject to the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and The Company agrees that no Shares or Preferred Shares held by the conditions to the Offer have been satisfied Company or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not its subsidiaries will be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, tendered in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) Subject to Sections 1.1(d), (e) and (f), each holder of Shares shall be entitled to elect to specify (i) the number of Shares which such holder desires to have exchanged for the right to receive the Cash Consideration (a "Cash Election"), (ii) the number of Shares which such holder desires to have exchanged for the right to receive Holdco Common Stock (a "Common Stock Election"); and (iii) the number of Shares which such holder desires to have exchanged for Holdco Preferred Stock (a "Preferred Stock Election" and together with a Common Stock Election, the "Stock Elections"). Any Shares which are not the subject of a valid Common Stock Election or valid Preferred Stock Election shall be exchanged for the right to receive the Cash Consideration. Any Cash Election, Common Stock Election or Preferred Stock Election shall be referred to herein as an "Election." Each holder of Shares making a Preferred Stock Election shall also specify an Alternative A, Alternative B or Alternative C election, which election will become effective in the event that proration of the Preferred Stock Consideration is required as provided in Section 1.1(d). Each holder of Shares making a Common Stock Election shall also specify an Alternative A or Alternative B election which election will become effective in the event that proration of the Common Stock Consideration is required as provided in Section 1.1(e) and any holder making a Common Stock Election that does not specify an alternative election shall be deemed to have elected Alternative B. All Elections shall be made on a form furnished by Parent for that purpose (a "Form of Election"), which form may be part of the letter of transmittal accompanying the Offer, and reasonably satisfactory to the Company. Holders of record of Shares who hold such Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election on behalf of their respective beneficial holders. (c) Purchaser There shall provide be no proration of Cash Elections. (d) In the event the total number of Preferred Stock Elections would require aggregate Preferred Stock Consideration in excess of the Maximum Preferred Stock Consideration, such Preferred Stock Elections shall be subject to proration as follows: For each Preferred Stock Election, the number of Shares that shall receive the Preferred Stock Consideration shall be the total number of Shares subject to such Preferred Stock Election multiplied by the Preferred Stock Proration Factor. The "Preferred Stock Proration Factor" means a fraction (x) the numerator of which shall be the Maximum Preferred Stock Consideration and (y) the denominator of which shall be the product of the aggregate number of Shares subject to all Preferred Stock Elections made by all holders of Shares multiplied by the Preferred Stock Consideration. The maximum aggregate amount of the Preferred Stock Consideration shall be 3,500,000 shares of Holdco Preferred Stock (the "Maximum Preferred Stock Consideration"). All Shares subject to a Preferred Stock Election and an Alternative A or cause Alternative B election, other than that number converted into the right to receive the Preferred Stock Consideration in accordance with this Section 1.1(d), shall be deemed to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Common Stock Elections (expressing the same Alternative A or Alternative B election) and converted into the right to receive the Common Stock Consideration, subject to proration as provided in Section 1.1(e). All shares subject to a Preferred Stock Election and an Alternative C election, other than that Merger Sub becomes obligated number converted into the right to purchase pursuant to receive the Offer and Preferred Stock Consideration in accordance with this Section 1.1(d), shall be liable on a direct deemed to be Cash Elections and primary basis for converted into the performance by Merger Sub or right to receive the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Cash Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 7.01, as promptly as ---------- practicable but in any event within five business days after the date hereof, but in no event later than ten (10) Business Days following the date of this Agreement, 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 (the "Exchange Act") and , the rules and regulations ------------ promulgated thereunder, an offer Offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, all of the outstanding shares of Company Common Stock (other than Excluded Shares) at a price of $14.75 per share equal to the Offer Price. The consummation of the Offer, and the obligation of Merger Sub to accept for payment and pay for any shares of Company Common StockStock tendered pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Company Common Stock which, together with the number of shares of Company Common Stock (if any) then owned by Parent, Merger Sub or its other Subsidiaries, represents a majority of the total number of outstanding shares of Company Common Stock entitled to vote on the matter (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have actually been delivered pursuant to such procedures. (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, in each case, as of the Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment and pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer on or promptly (within the meaning of Section 14e-1(c) under the Exchange Act) after the applicable Expiration Date. Subject to Section 2.10(h), the Offer Price payable in respect of each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest interest. (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. c) The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject made by means of an offer to purchase (the conditions set forth in Exhibit A hereto and “Offer to Purchase”) that describes the terms and conditions of this Agreement. --------- Subject to the provisions of Offer in accordance with this Agreement, including the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Conditions. Merger Sub expressly reserves the right to modify make any change in the terms of the Offer and or conditions to waive any condition of the Offer; provided, except thathowever, without that unless previously approved by the prior written consent of the CompanyCompany in writing, Parent and Merger Sub shall not (and Purchaser shall cause Merger Sub not to) not: (i) waive decrease the Minimum Condition (as defined in Exhibit AOffer Price other than pursuant to Section 2.09(e), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (iii) change the number of shares of Company Common Stock to be purchased in the Offer, (iv) waive the Minimum Condition, the Termination Condition or the other Offer Conditions set forth in clause (b) or clause (c)(1) of Annex I, (v) add any condition to the Offer, (vi) extend the expiration of the Offer except as required or permitted by this Section 2.01, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act, (viii) amend or modify any of the Offer Conditions or (ix) modify, supplement or amend any other term or condition of the Offer (including the conditions set forth on Exhibit A) in any a manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, . (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer, all shares as calculated in accordance with Rule 14d-1(g)(3) of Common Stock validly tendered the Exchange Act (such time and not withdrawn pursuant 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 as soon as practicable after has been so extended (the expiration of Initial Expiration Date, or such later time and date to which the OfferInitial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (ce) Purchaser Unless this Agreement has been terminated in accordance with its terms, if as of any then scheduled Expiration Date, (i) any Offer Condition (other than the Minimum Condition) has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall provide (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each (or cause such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be provided determined by Parent in its reasonable discretion in order to permit the satisfaction of any such Offer Conditions; provided, however, that (x) in no event shall Parent or Merger Sub on extend the Offer for a timely basis period that expires more than three (3) Business Days following the funds necessary to purchase any shares end of Common Stock that the Marketing Period without the Company’s prior written consent and (y) Merger Sub becomes obligated shall be required to purchase extend the Offer pursuant to this clause (i) only if in the reasonable discretion of Parent any such Offer Condition is capable of being satisfied on or prior to the End Date, (ii) all of the Offer Conditions (other than the Minimum Condition) have been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an extension period of ten (10) Business Days (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), in order to permit the satisfaction of the Minimum Condition; provided, however, that (x) in no event shall Parent or Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent and (y) Merger Sub shall not be required to extend the Offer pursuant to this clause (ii) on more than two (2) occasions, but may, in its sole and absolute discretion, elect to do so, and (iii) Merger Sub shall extend the Offer for the minimum period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or the NASDAQ Global Market; provided, however, that in no event shall Merger Sub (x) be required to extend the Offer beyond the End Date, unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 7.01(b)(i), or (y) extend the Offer beyond the End Date or more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent. Notwithstanding the foregoing, nothing in this Section 2.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Parties to terminate this Agreement pursuant to Section 7.01. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 7.01. If this Agreement is terminated pursuant to Section 7.01, Merger Sub shall (and Parent shall cause Merger Sub to) promptly terminate the Offer and shall be liable on a direct and primary basis for not acquire the performance shares of Company Common Stock pursuant thereto. If the Offer is terminated by Merger Sub Sub, or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock that have not then been purchased in the Offer to the registered holders thereof. (g) As soon as practicable on the date of the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Merger Sub shall: (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the payment Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”); (ii) deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iii) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail or other acceptable means a copy of the Schedule TO, to the NASDAQ Global Market in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iv) cause the Offer ConsiderationDocuments to be disseminated to all holders of shares of Company Common Stock as and to the extent required by all applicable Laws, including the Option Consideration Exchange Act; and (as defined v) cause the notice referred to in Section 5.2(d)3-106.1(e)(1) of the MGCL (the “Maryland Short Form Merger Notice”) to be disseminated to all holders of shares of Company Common Stock with the Offer Documents. (h) The Schedule TO shall include as exhibits the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and a form of notice of guaranteed delivery (the Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as the “Offer Documents”) and the -------------- Maryland Short Form Merger Consideration (Notice. Parent and Merger Sub shall cause the Schedule TO and the Offer Documents to comply as defined to form in all material respects with the requirements of applicable Law. Subject to Section 5.2(b)5.02, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. The Company shall furnish in writing to Parent and Merger Sub all information concerning the Company and its Subsidiaries that is required by applicable Laws or reasonably requested by Parent or Merger Sub to be included in the Schedule TO or the Offer Documents so as to enable Parent and Merger Sub to comply with their obligations under this Section 2.01(h). --------------Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it or any of its respective Representatives for use in the Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Merger Sub agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by all applicable Laws, including the Exchange Act. The Company and its (and the Special Committee’s) legal counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its (and the Special Committee’s) legal counsel (it being understood that the Company and its (and the Special Committee’s) legal counsel shall provide any comments thereon as soon as reasonably practicable). In addition, Parent and Merger Sub shall provide the Company and its (and the Special Committee’s) legal counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly (and in any event within 48 hours) after receipt of such comments, and any written or oral responses thereto. The Company and its (and the Special Committee’s) legal counsel shall be given a reasonable opportunity to review any proposed written or oral responses to the Schedule TO and Offer Documents and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its (and the Special Committee’s) legal counsel and, to the extent practicable, to participate in any substantive telephonic communications with the staff of the SEC related thereto.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 Section 7.1 hereof, Merger Sub shall, as promptly as ---------- practicable but in any event after the date hereof (and Merger Sub shall use commercially reasonable efforts to, within five ten (10) business days after the date hereof), commence the Offer. Each Share accepted by Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be exchanged for the right to receive a fraction of share of Parent Common Stock (the "EXCHANGE RATIO") equal to 0.79. The initial expiration date of the Offer shall be the twentieth business day following commencement of the Offer. The Offer shall be subject to the conditions set forth in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer condition that there shall expire 20 business days after the date of its commencement, unless this Agreement is terminated be validly tendered in accordance with Article 10, in which case the terms of the Offer prior to the expiration date of the Offer (whether or not previously ---------- as it may be extended in accordance with the terms requirements of this Section 1.1(a)) and not withdrawn a number of shares of Company Common Stock which, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any), represents at least a majority of the sum of (i) the total number of shares of Company Common Stock outstanding immediately prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)), and (ii) a number of shares of Company Common Stock determined by Parent up to a maximum of the total number of shares of Company Common Stock issuable upon the exercise or conversion of all options, warrants, rights and convertible securities (if any) that will be vested by the Outside Date (as defined in Section 7.1(b)(ii) hereof) shall expire on such date (the number of termination. shares determined by adding the shares referred to in clause "(bi)" and clause "(ii)" of this sentence being hereinafter referred to as the "FULLY DILUTED SHARES") (and the condition previously referred to in this sentence being referred to as the "MINIMUM CONDITION") and to the other conditions set forth in Annex I hereto. Parent and Merger Sub expressly reserves reserve the right to modify waive the terms of conditions to the Offer and to waive make any condition change in the terms or conditions of the Offer; PROVIDED, except thatHOWEVER, that without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce no change may be made which decreases the number of shares of Company Common Stock subject to sought in the Offer, (iii) reduce changes the price per share form or amount of Common Stock consideration to be paid pursuant paid, imposes conditions to the OfferOffer in addition to those set forth in Annex I, changes or waives the Minimum Condition or any of the conditions set forth in clauses (2), (iv4), (5) or (7) of Annex I, extends the Offer (except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offerfollowing two sentences), (vi) amend or modify makes any term or condition other change to any of the terms and conditions to the Offer (including the conditions set forth on Exhibit A) in any manner --------- which is adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) and shall pay for all such shares of Company Common Stock promptly after acceptance; PROVIDED, HOWEVER, that (x) Merger Sub shall extend the Offer for successive extension periods not in excess of ten (10) business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, and (y) Merger Sub may extend the Offer if and to the extent required by the applicable rules and regulations of the Securities and Exchange Commission ("SEC") or The New York Stock Exchange (the "NYSE"). In addition, Merger Sub may extend the Offer after the acceptance of shares of Company Common Stock thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). No fraction of a share of Parent Common Stock will be issued in connection with the exchange of Parent Common Stock for shares of Company Common Stock upon consummation of the Offer, but in lieu thereof each tendering stockholder who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) in the Offer shall receive from Parent an amount of cash (rounded up to the nearest whole cent), without interest, equal to the product obtained by multiplying such fraction by the average closing sale price of one (1) share of Parent Common Stock on the NYSE during the ten (10) trading days ending on the trading day immediately prior to the expiration of the OfferOffer (as it may be extended in accordance with the requirements of this Section 1.1(a)). (cb) Purchaser As soon as practicable after the date of this Agreement, Parent shall provide or cause prepare and file with the SEC a registration statement on Form S-4 to be provided to Merger Sub on a timely basis register the funds necessary to purchase any shares offer and sale of Parent Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer (the "REGISTRATION STATEMENT"). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act (the "PRELIMINARY PROSPECTUS"). As soon as practicable on the date of commencement of the Offer, Parent and shall be liable on a direct and primary basis for the performance by Merger Sub or shall (i) file with the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement SEC a Tender Offer Statement on Schedule TO with respect to the payment Offer which will contain or incorporate by reference all or part of the Preliminary Prospectus and form of the related letter of transmittal and summary advertisement, if any (together with any supplements or amendments thereto, collectively the "OFFER DOCUMENTS"), and (ii) cause the Offer ConsiderationDocuments to be disseminated to holders of shares of Company Common Stock. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Option Consideration (as defined in Section 5.2(d)) Company's Subsidiaries and the -------------- Merger Consideration (as defined Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.2(b)1.1(b). --------------Parent, Merger Sub and the Company each agree promptly to correct any information provided by it for use in the Registration Statement or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of shares of Company Common Stock , in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO, the Registration Statement and the Offer Documents prior to their being filed with the SEC. Parent agrees to provide the Company and its counsel with any comments Parent, Merger Sub or their counsel may receive in writing from the SEC or its staff with respect to the Offer Documents as soon as practicable after receipt of such written comments.

The Offer. (a) Subject to the provisions of this Agreement Merger Sub shall, and this Agreement not having been terminated in accordance with Article 10 hereofParent shall cause Merger Sub to, as promptly as ---------- practicable but in any event within five business days after the date hereofof this Agreement, Merger Sub shall commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer to purchase thereunder (the "“Exchange Act”)) the Offer". (b) allThe obligation of Merger Sub to accept for payment and pay for any Shares 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 and at any then scheduled Expiration Time: (A) that number of shares of Company Common Stock (including the shares of Company Common Stock that would result from the exercise of all validly tendered In-the-Money Warrants) which, and in any event ----- not less than together with the shares beneficially owned by Parent or Merger Sub (if any), represents at least a majority on of the shares of Company Common Stock then outstanding (excluding any treasury stock but including any Restricted Shares and the shares of Company Common Stock that would result from the exercise of all In-the-Money Warrants regardless of the exercise price, the vesting schedule or other terms and conditions thereof); and (B) that number of shares of Company Preferred Stock which, together with the shares beneficially owned by Parent or Merger Sub (if any), represents at least a fully diluted basismajority of the shares of Company Preferred Stock then outstanding (excluding any treasury stock) ((A) and (B) collectively, the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the outstanding other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). The Company agrees that no shares of Company Common Stock at a price or Company Preferred Stock held by the Company or any of $14.75 per its Subsidiaries will be tendered pursuant to the Offer. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Parent or Merger Sub of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The Common Offer Price payable in respect of each share of Company Common Stock, and the Preferred Offer Price payable in respect of each share of Company Preferred Stock, validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest interest, on the terms and subject to the conditions set forth in this Agreement and the Offer. (such price 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. The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any higher price paid pursuant 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 subject to the Offer, (ii) subject to the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date terms of this Agreement and (including Section 6.20, but subject to the closing satisfaction of clause (c)(iii)(B)(2) in the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendConditions), subdivision, reclassification, recapitalization, split, combination or exchange of shares, reduce the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividendPrice, subdivision(iii) change, reclassificationmodify or waive the Minimum Condition, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject (iv) add to the conditions set forth in Exhibit A hereto and or modify or change any Offer Condition in a manner adverse in any material respect to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms any stockholders of the Offer and to waive any condition Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (vvi) change the form of consideration payable in the Offer, or (vivii) amend otherwise amend, modify or modify supplement any term or condition 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 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 (including the conditions set forth “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): (i) if on Exhibit the then-scheduled Expiration Time, any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived: (A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waivedits sole discretion, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, may extend the Offer for any additional period or periods as it so determines or (B) if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for: (I) up to two (2) additional successive periods, not to exceed ten (10) Business Days each, and (II) a third (3rd) additional successive period not to exceed ten (10) Business Days, if all of the Offer Conditions other than the condition set out in clause (c) thereof have been satisfied (other than those conditions to be satisfied at the Offer Closing or the Expiration Time, as the case may be, but subject to the satisfaction thereof) if the Company reasonably believes that such condition in clause (c) will be satisfied prior to the end of such additional ten (10) Business Day period (or, in the case of this clause (B), for such longer period as the parties hereto reasonably agree); (ii) if the Offer is required to be extended by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that , then Merger Sub shall, and Parent shall cause Merger Sub to, extend the conditions set forth in Exhibit A are Offer for the minimum period required by such Law, rule, regulation, interpretation or position or (iii) in its sole --------- benefit of discretion, following the Offer Closing, Merger Sub may extend the Offer for a “subsequent offering period” and Purchaser one or more extensions thereof, not to exceed ten (10) Business Days, in each instance (or for such longer period to which the Company reasonably agrees), in accordance with Rule 14d-11 of the Exchange Act, and may be asserted by the Offer Documents may, in Merger Sub’s sole discretion, provide for a reservation of right to do so; provided that in no event shall Merger Sub be required to extend the Offer (A) beyond March 29, 2013 (the “Outside Date”) or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser (B) at any time that Parent or Merger Sub is permitted to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject terminate this Agreement pursuant to Article VIII. (f) On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, in accordance with the terms for (less any withholding of the Offer, tax pursuant to Section 3.05) all shares of Common Stock Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the expiration Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of Shares 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.” 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 Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto, the “Offer Documents”). The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent or Merger Sub in connection with its obligations relating to 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 one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected (if applicable), to be filed with the SEC and disseminated to the stockholders of the Company, in each case as and to the extent required by the Exchange Act. Parent 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 a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments. (ci) Purchaser Subject in all respects to the other terms and conditions of this Agreement and the Offer, Parent shall provide or cause to be provided to Merger Sub Sub, on a timely basis basis, the funds necessary to purchase pay for any shares of Common Stock Shares that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as As promptly as ---------- practicable (but in any no event within later than five business days after the date public announcement of the execution hereof), Merger Sub Acquisition shall commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act")) and the rules and regulations ------------ promulgated thereunder, an a tender offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, for all of the outstanding shares of Company Common Stock (including the Rights) at a price of $14.75 15.50 per share of Company Common Stock, net to the seller in cash, without interest cash (such price price, or any such higher price per share as may be paid pursuant to in the Offer, being referred to herein as the "Offer ConsiderationPrice"). Notwithstanding , subject to there being validly tendered and not withdrawn prior to the foregoing, if between ------------------- the date of this Agreement and the closing expiration of the Offer the outstanding shares of Common Stock shall have been changed into a different Offer, that number of shares or of Company Common Stock which represents at least a different class by reason majority of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted Company Common Stock outstanding on a per-share fully diluted basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser (the "Minimum Condition") and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject to the other conditions set forth in Exhibit Annex A hereto hereto, and shall consummate the Offer in accordance with its terms ("fully diluted basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under warrants and outstanding employee stock options). The obligations of Acquisition to accept for payment and to pay for any Company Common Stock validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms and conditions of this Agreement. --------- Subject to the provisions of set forth in this Agreement, the Offer Minimum Condition and the other conditions set forth in Annex A hereto. Acquisition shall expire 20 business days after not amend or waive the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case Minimum Condition and shall not decrease the Offer (whether Price or not previously ---------- extended in accordance with decrease the terms hereof) shall expire on such date number of termination. (b) Merger Sub expressly reserves the right to modify the terms shares of Company Common Stock sought, or amend any other condition of the Offer and in any manner adverse to waive any condition the holders of the Offer, except that, Company Common Stock without the prior written consent of the Company; provided, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive however, that if on the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally initial scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than which shall be 20 business days after the date of the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act (for all such extensionsas defined below) beyond to have expired or been terminated, Acquisition shall extend the originally scheduled expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. Acquisition shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay forfor Company Common Stock tendered as soon as it is legally permitted to do so under applicable law; provided, in accordance with however, that if, immediately prior to the terms initial expiration date of the OfferOffer (as it may be extended), all shares of the Company Common Stock validly tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, Acquisition may extend the Offer one time for a period not to exceed twenty business days, notwithstanding that all conditions to the Offer are satisfied as soon as practicable after the of such expiration date of the Offer. (cb) Purchaser shall provide or cause to be provided to Merger Sub As soon as practicable on a timely basis the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to date the Offer is commenced, Parent and Acquisition shall be liable file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement Schedule 14D-1 with respect to the payment Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Acquisition with respect to information furnished by the Company to Parent or Acquisition, in writing, expressly for inclusion in the Offer ConsiderationDocuments. The information supplied by the Company to Parent or Acquisition, in writing, expressly for inclusion in the Option Consideration Offer Documents and by Parent or Acquisition to the Company, in writing, expressly for inclusion in the Schedule 14D-9 (as defined hereinafter defined) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Section 5.2(d)order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each of Parent and Acquisition will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of the Company Common Stock, in each case as and to the extent required by applicable federal securities laws. Each of Parent and Acquisition, on the one hand, and the -------------- Merger Consideration (Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Parent and Acquisition will take all steps necessary to cause the Offer Documents as defined so corrected to be filed with the SEC and to be disseminated to holders of the Company Common Stock, in Section 5.2(b))each case as and to the extent required by applicable federal securities laws. --------------The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Parent and Acquisition will provide the Company and its counsel in writing with any comments, whether written or oral, Parent, Acquisition 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.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated in accordance with Article 10 hereof, as As promptly as ---------- practicable but in any event within five business days after the date hereofof this Agreement, Parent and Merger Sub shall commenceamend the Existing Offer to reflect the terms and conditions of this Agreement, within including the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of thirty seven dollars ($14.75 37.00) per share of Company Common StockStock (including the associated Rights), net to the seller in cash, without interest thereon and subject to any required withholding of Taxes (such price price, or any higher price offered and paid pursuant to by Merger Sub in its sole discretion in the Offer, the "“Offer Consideration"Price”). Notwithstanding , and to set December 19, 2008 (the foregoing“Initial Expiration Date”), if between ------------------- as the expiration date of this Agreement and for the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesOffer. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall only be subject to the condition that there shall be validly tendered in accordance with the terms of the 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 then directly or indirectly owned by Parent, after giving effect to the consummation of the Offer, represents at least a majority of the voting power of all Fully Diluted Shares on the Share Acceptance Date (as defined herein) (the “Minimum Condition”) and to the other conditions set forth in Exhibit A hereto Annex II (together with the Minimum Condition, the “Offer Conditions”). Merger Sub (or Parent on behalf of Merger Sub) expressly reserves the right to waive, in its sole discretion, in whole or in part, any of the Offer Conditions and to make any change in the terms of or conditions to the Offer; provided that, unless otherwise provided by this Agreement or previously approved by the Company in writing, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Company Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex II, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of Company Common Stock, and (iii) the Offer may not be extended except as set forth in this Section 1.01(a). Subject to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after at 5:00 p.m., New York City time, on the date Initial Expiration Date (such time, or such subsequent time to which the expiration of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- is extended in accordance with the terms hereof) shall expire on such date of termination. (b) this Agreement, the “Expiration Date”). Unless this Agreement has been terminated in accordance with Section 8.01, Merger Sub expressly reserves the right to modify the terms (or Parent on behalf of Merger Sub) may extend the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, Expiration Date without the consent of the Company, extend Company (or shall extend i) if at the request Expiration Date, any of the Company) the Offer for an aggregate period of Conditions shall not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, waived in writing by Merger Sub may(or Parent on behalf of Merger Sub), without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days until such time as such conditions are satisfied or waived or (for all such extensionsii) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that In addition, unless the conditions set forth Agreement has been terminated in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreementaccordance with Section 8.01, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date from time to time in increments of up to fifteen (15) business days upon the Company’s prior written request if, as of the scheduled Expiration Date, any of the Offer Conditions set forth in paragraphs (a), (b), (c), (d) and (e) of Annex II shall not have been satisfied; provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer or the Expiration Date beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions other than the Minimum Condition shall have been satisfied as of the scheduled Expiration Date, upon the Company’s prior written request Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date by up to an additional thirty (30) days, but not beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions shall have been satisfied as of the scheduled Expiration Date and Parent or Merger Sub fail to accept for payment and pay for, in accordance with the terms of the Offer, all for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer in accordance with this Section 1.01, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date from time to time in increments of up to fifteen (15) business days upon the Company’s written request; provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer or the Expiration Date beyond the Outside Date. Merger Sub (or Parent on behalf of Merger Sub) may, in its sole discretion, provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as soon amended (the “Exchange Act”), if, as of the commencement of such period, there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (as defined herein). Subject to the foregoing, including the requirements of Rule 14d-11 under the Exchange Act, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable, all shares of Company Common Stock (including the associated Rights) (A) validly tendered and not withdrawn pursuant to the Offer and/or (B) validly tendered in any Subsequent Offering Period. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Company Common Stock such amounts as Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any provision of state, local or foreign Laws relating to Taxes. To the extent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of which such deduction and withholding were made by Merger Sub. (b) As promptly as reasonably practicable after the expiration date of this Agreement, Parent and Merger Sub shall (i) amend the Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that was originally filed on September 12, 2008 with the Securities and Exchange Commission (the “SEC”) to reflect the terms and conditions of this Agreement, and file such amendment (the “Schedule TO Amendment”) with the SEC, which shall contain an amended and restated offer to purchase (or supplement to the offer to purchase to the extent permitted by Law) reflecting the terms and conditions of this Agreement, and a revised form of the Offerletter of transmittal and summary advertisement and other ancillary Offer documents and instruments, if any, in respect of the Offer (together with the Schedule TO (including the Schedule TO Amendment), collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to holders of shares of Company Common Stock. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Parent and Merger Sub agree to take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of shares of Company Common Stock, in each case as, and to the extent required by, applicable Laws. Parent and Merger Sub shall promptly provide the Company and its counsel with any comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may receive after the date hereof from the SEC or its staff with respect to the Offer Documents promptly after receipt of those comments or other communications. (c) Purchaser Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock (and the associated Rights) that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 8.1 of this Agreement and none of the events set forth in Annex I shall have occurred and be continuing, the Purchaser shall, as promptly as ---------- reasonably practicable following the execution of this Agreement (but in any event within five no later than seven business days after the date hereofexecution and delivery of this Agreement), Merger Sub shall commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer thereunder (the “Exchange Act”)) the Offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, for cash all of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration")Price. Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing The obligations of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis Purchaser to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, payment and to pay for, for any shares of Common Stock validly tendered pursuant to the Offer on or prior to the expiration of the Offer and not withdrawn shall be subject to the conditions set forth in Exhibit A hereto (i) there being validly tendered and not withdrawn prior to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms final expiration of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the that number of shares of Common Stock subject to which, together with the Offer, (iii) reduce the price per share shares of Common Stock to be paid pursuant to then beneficially owned by the OfferParent or the Purchaser, represents at least eighty percent (iv80%) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer shares of Common Stock outstanding on a Fully-Diluted Basis (including the “Minimum Condition”) and (ii) the other conditions set forth on Exhibit A) in Annex I hereto. “Fully-Diluted Basis” shall mean, as of any manner --------- adverse to date, the holders number of the shares of Common Stock or (vii) impose additional conditions to issued and outstanding, together with the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that may be issued by the Company pursuant to warrants, options, rights, or obligations outstanding at that date which have been validly tendered and exercise or conversion prices on a per share basis at or below the Offer Price, whether or not withdrawn represent less than 90% of vested or then exercisable (excluding the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable Stock issuable pursuant to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any timeStock Option Agreement). Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay forthe prior satisfaction or waiver by the Parent or the Purchaser of the Minimum Condition and the other conditions set forth in Annex I hereto as of any expiration date of the Offer, the Purchaser shall, in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for, and Parent shall cause the Purchaser to accept for payment and pay for, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable promptly after the expiration of the Offer. Offer (c) Purchaser subject to the applicable provisions of Rule 14d-11 under the Exchange Act, to the extent applicable). The Offer shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary made by means of an offer to purchase any (the “Offer to Purchase”) containing the terms set forth in this Agreement and having only the Minimum Condition and the other conditions set forth in Annex I hereto. Parent and Purchaser agree that the Offer to Purchase will provide a statement in all appropriate places therein to the effect that the Purchaser’s obligation to purchase shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and is not conditioned on any financing arrangements or subject to any financing condition. Unless extended in accordance with this Section 1.1(a), the Offer shall be liable on a direct and primary basis provide for the performance by Merger Sub or the Surviving Corporation an initial expiration date of twenty (20) business days (as defined in Section 2.1Rule 14d-1 promulgated under the Exchange Act, each a “Business Day”) following the commencement of the Offer (within the meaning of Rule 14d-2 promulgated under the Exchange Act) (the “Initial Expiration Date”). The Purchaser and the Parent agree that they shall not terminate or withdraw the Offer unless, at the Initial Expiration Date, the Minimum Condition shall not have been satisfied or the other conditions to the Offer described in Annex I have not been satisfied or earlier waived. The Purchaser expressly reserves the right to waive or modify the terms of the Offer, except that, without the prior written consent of the Company (such consent to be authorized by the board of directors of the Company or a duly authorized committee thereof), neither the Parent nor the Purchaser shall (i) amend or waive satisfaction of the Minimum Condition, (ii) decrease the Offer Price, (iii) change the form of consideration payable in the Offer, (iv) decrease the number of shares of Common Stock sought in the Offer, (v) impose additional conditions to the Offer, (vi) amend any of the conditions set forth in Annex I in any manner adverse to the holders of the shares of Common Stock, or (vii) amend any other term of the Offer in a manner that is materially adverse to the holders of the shares of Common Stock. Notwithstanding the foregoing, the Purchaser may (but shall not be obligated to), without the consent of the Company extend the Offer (x) beyond the Initial Expiration Date from time to time, for such period or periods of time as the case may bePurchaser reasonably believes are necessary to cause the conditions to be satisfied if, of its ----------- obligations under this Agreement with respect at the Initial Expiration Date, any conditions to the Offer shall not have been satisfied or waived (in which event the term “Initial Expiration Date” shall mean the latest time and date at which the Offer, as so extended by the Purchaser, shall so expire); provided that, the Purchaser shall, upon the written request of the Company, extend the Offer for one or more periods not to exceed an aggregate of ten (10) Business Days if, as of any expiration date, all of the conditions set forth in clause (ii) of Annex I (other than subparagraph (c) thereof) are not satisfied, but such conditions are reasonably capable of being satisfied in such period, (y) for any period required by any rule, regulation, interpretation, or position of the Securities and Exchange Commission (“SEC”) or the staff thereof applicable to the Offer and (z) on one or more occasions (all such occasions aggregating not more than twenty Business Days) beyond the latest expiration that would otherwise be permitted under clause (x) or (y) of this sentence, if, on such expiration date, all of the conditions to the Purchaser’s obligation to accept payment of the Common Stock are satisfied or earlier waived, but the number of shares of Common Stock validly tendered (and not withdrawn) pursuant to the Offer, together with the Common Stock then owned by Parent and the Purchaser, represents less than ninety percent (90%) of the outstanding shares of Common Stock on a Fully-Diluted Basis; provided, however, that Purchaser’s decision to extend the Offer Considerationin the case of this clause (z) shall constitute a waiver of the conditions set forth in clauses (d) and (f) (excluding any willful or intentional breach of any material obligation of the Company) on Annex I and of its right to terminate the Agreement under Sections 8.1(b)(iii), (c)(iv), or (c)(v). In addition, subject to the provisions of Section 8.1(b)(iii) of this Agreement, if, on the Initial Expiration Date any of the events set forth in subparagraph (c) of Annex I shall have occurred and be continuing and shall not have been waived by the Purchaser, then, in each such case, the Option Consideration Purchaser shall extend the Offer for up to ten (as defined 10) Business Days. In the event the Minimum Condition is satisfied and the Purchaser purchases the shares of Common Stock pursuant to the Offer, the Purchaser may, in Section 5.2(dits sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 promulgated under the Exchange Act (a “Subsequent Offering Period”). In addition, the Purchaser may increase the Offer Price (but not change any other condition to the Offer) and extend the -------------- Merger Consideration (as defined Offer to the extent required by law in Section 5.2(b)). --------------connection with such increase, in each case in its sole discretion and without the consent of the Company.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 8.1 and none of the events or conditions set forth in subparagraphs (a) through (d) of Annex I shall have occurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as ---------- reasonably practicable but and, in any event event, within five business days ten (10) Business Days of the date of this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as practicable after the date hereof, of this Agreement. The date on which Merger Sub shall commencecommences the Offer, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and , is referred to in this Agreement as the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, “Offer Commencement Date”. Each share of the outstanding shares of Company Common Stock at a price of $14.75 per share of Common Stock, net accepted by Merger Sub in accordance with the terms and subject to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date conditions of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be purchased for cash at the Offer Price. The obligations of Merger Sub to accept for payment and to pay for (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer (as it may be extended in accordance with this Agreement) and not properly withdrawn shall be subject to (i) there being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to such time) and not properly withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Agreement) that number of shares of Company Common Stock which, when added to any shares of Company Common Stock owned by Parent or any of its Subsidiaries, represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the “Minimum Condition”), and (ii) the other events or conditions set forth in Exhibit A hereto and Annex I. Subject to the terms and conditions of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to), in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all shares of Company Common Stock (the time of such first acceptance, the “Acceptance Time”) validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that (i) if on the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended in accordance with this Agreement. --------- Subject ), any of the events or conditions to the Offer set forth on Annex I shall exist and, subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencementnot have been waived by Merger Sub, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer(and, except thatin such case, without the prior written consent of the Company, Merger Sub shall not (and Purchaser Parent shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject from time to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Companytime, extend the Offer for an aggregate period additional successive periods of not more than 20 business days up to twenty (for 20) Business Days per extension (with the length of such periods to be determined by Parent), until all such extensions) beyond the originally scheduled expiration date of the Offerconditions set forth in Annex I are satisfied or validly waived in order to permit the Acceptance Time to occur, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, (ii) Merger Sub may, without the consent of the Company, shall extend the Offer from time to time for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof of the SEC applicable to the Offer. It is agreed that If less than 90% of the number of outstanding shares of Company Common Stock are accepted for purchase pursuant to the Offer, Merger Sub may, in its sole discretion (and without the consent of the Company or any other Person), elect to provide for one or more subsequent offering periods (of up to twenty (20) Business Days in the aggregate) in accordance with Rule 14d-11 under the Exchange Act. Merger Sub expressly reserves the right from time to time to waive any of the conditions set forth in Exhibit A are for Annex I (other than the sole --------- benefit Minimum Condition and the condition set forth in subparagraph (e) of Merger Sub and Purchaser and may be asserted by Merger Sub Annex I) or Purchaser, to increase the Offer Price or may be waived to make any other changes in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this AgreementOffer; provided that, without the prior written consent of the Company, Merger Sub shall accept for payment and pay fornot decrease the Offer Price, change the form of consideration payable in accordance with the terms Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer in a manner materially adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer, all reduce the time period during which the Offer shall remain open or, except for any extension required or permitted hereunder, extend or otherwise change the expiration date of the Offer, or amend, modify or supplement any other term of the Offer in any manner adverse to the holders of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration or in a manner which would delay consummation of the Offer. (b) Subject to the first sentence of Section 2.1(a), as promptly as reasonably practicable and, in any event, no later than the Offer Commencement Date, in order to reflect the execution of this Agreement and the terms hereof, Parent shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which will contain a form of a letter of transmittal (such schedule together with the documents included therein pursuant to which the Offer is made, and any amendments and supplements thereto, the “Offer Documents”). Subject to the Company’s compliance with Section 2.2(c), Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of shares of Company Common Stock as required by applicable U.S. federal securities Laws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 2.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC. In addition, Parent and Merger Sub shall provide the Company and its counsel with (i) any comments or communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as the case may be, receipt of such comments, and (ii) a reasonable opportunity to participate in the response of Parent or Merger Sub to those comments and to provide comments on that response. (c) Purchaser In the event this Agreement is terminated pursuant to Section 8.1 prior to the Acceptance Time, Parent and Merger Sub shall promptly terminate the Offer without accepting any shares of Company Common Stock previously tendered and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. (d) If any portion of the Offer Price is to be paid to a Person other than the Person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such transfer to such other Person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. (e) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase pay for any shares of Company Common Stock that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Offer.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having been terminated contained in accordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereoffollowing sentence, Merger Sub shall commencecommence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable after the date of this Agreement. If the Company: (i) shall have fully cooperated with Parent in connection with the Offer and the preparation of the Offer Documents, including by promptly providing to Parent any comments regarding the Offer Documents from the Company and its advisors, and (ii) shall be prepared to file with the SEC, and to disseminate to holders of Company Common Stock, the Schedule 14D-9 on the date Parent files the Offer Documents with the SEC, then Parent shall cause Merger Sub to, and Merger Sub shall, commence the Offer within seven (7) Business Days after the date of this Agreement; provided, however, that Merger Sub shall not be required to commence the Offer if (w) any of the conditions set forth in clauses (a), (b), (c), (g), (h), (j), (k), (l) and (n) of Annex I shall not be satisfied, or (x) the Company shall not be prepared to file immediately with the SEC, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9 (the date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer is referred to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and as the closing of the “Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesCommencement Date”). The obligation of Purchaser and Merger Sub (and the obligation of Parent to commence the Offer and cause Merger Sub) to accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer shall be subject to the satisfaction of or (if permitted) waiver of (y) the condition that there shall be validly tendered (not including any shares of Company Common Stock validly tendered pursuant to procedures for guaranteed delivery) and not withdrawn a number of shares of Company Common Stock that, together with any shares of Company Common Stock owned by Parent or Merger Sub immediately prior to the Acceptance Time, represents more than 50% of the Adjusted Outstanding Share Number (the “Minimum Condition”), and (z) the other conditions set forth in Exhibit A Annex I hereto (the Minimum Condition and the other conditions set forth in Annex I are referred to collectively as the “Offer Conditions”). For purposes of this Agreement, the “Adjusted Outstanding Share Number” shall be the sum of: (A) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Acceptance Time, plus (B) an additional number of shares up to (but not exceeding) the aggregate number of shares of Company Common Stock issuable upon the conversion, exchange or exercise, as applicable, of all options, warrants and other rights to acquire, or securities convertible into or exchangeable for, Company Common Stock that are outstanding immediately prior to the Acceptance Time (other than potential (but not actual) dilution attributable to the Top-Up Option). Subject to the Offer Conditions and the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser Parent shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offerand Merger Sub shall, (iii1) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock validly tendered (and not withdrawn withdrawn) pursuant to the Offer as soon as practicable after Merger Sub is permitted to do so under applicable Legal Requirements, and (2) pay the expiration Offer Price in exchange for each share of Company Common Stock accepted for payment pursuant to the Offer. (c) Purchaser 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 and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVIII and none of the events or conditions set forth in Annex A shall have occurred and be existing, as promptly as ---------- practicable but in any event within five business days after the date hereof, Merger Sub Cardinal shall cause Subcorp to commence, and Subcorp shall, within 12 business days, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act") and together with the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer"“Exchange Act”)) all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock Cardinal shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis cause Subcorp to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay forSubcorp shall accept for payment, the shares of BLP Common Stock that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following the initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of the Offer shall have been satisfied or waived by Subcorp, and, thereafter, Subcorp shall accept for payment additional shares of BLP Common Stock validly tendered during any subsequent offering period to the extent Cardinal and Subcorp determine to provide a subsequent offering period in connection with the Offer. Subcorp shall not accept for payment any shares of BLP Common Stock tendered pursuant to the Offer unless there shall be subject have been validly tendered and not withdrawn prior to the conditions set forth Expiration Date such number of shares of BLP Common Stock that satisfy the Minimum Condition (as defined in Exhibit A hereto and to the terms and conditions of this AgreementAnnex A). --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub Subcorp expressly reserves the right to modify increase the terms of the Offer Per Share Amount and to waive any condition of the Offer, except that, without the Minimum Condition. Without the prior written consent of the CompanyBLP, Merger Sub Subcorp shall not (and Purchaser shall cause Merger Sub not to) (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) Per Share Amount or change the form of consideration payable in the Offer, decrease the number of shares of BLP Common Stock sought to be purchased in the Offer or waive the Minimum Condition. The Per Share Amount shall be paid less any required withholding of Taxes (vi) amend as defined in Section 5.12(f)), upon the terms and subject to satisfaction or modify any term or condition waiver of the conditions of the Offer (including the conditions set forth in Annex A. BLP agrees that no shares of BLP Common Stock held by BLP or any of its subsidiaries will be tendered in the Offer. (b) Subcorp shall file with the Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Exhibit A) Schedule TO with respect to the Offer, which shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “Offer Documents”). The Offer Documents will comply in all material respects with the provisions of applicable United States federal securities laws. The information provided and to be provided by BLP, Cardinal and Subcorp for use in the Offer Documents shall not, on the date filed with the Commission and on the date first published or sent or given to holders of shares of BLP Common Stock (the “BLP Stockholders”), as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. BLP, Cardinal and Subcorp each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any manner --------- adverse material respect, and Cardinal further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Commission and disseminated to the holders of Common Stock or (vii) impose additional conditions BLP Stockholders to the Offer other than such conditions extent required by applicable law. So long as this Agreement is in effect and the conditions United States federal securities laws. (c) Subject to the terms and conditions thereof, the Offer have not been satisfied or waivedshall remain open until at least midnight, Merger Sub mayNew York City time, on the date that is 20 business days after the date the Offer is commenced (the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that, without the consent of BLP, Subcorp may (i) from time to time extend the CompanyOffer if, extend (or shall extend at the request scheduled Expiration Date, any of the Company) conditions of the Offer for an aggregate period of shall not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without waived until such time as such conditions are satisfied or waived to the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days extent permitted by this Agreement; (for all such extensionsii) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Commission or the staff of the Commission (the “SEC Staff”) thereof applicable to the Offer. It is agreed that ; or (iii) extend the conditions set forth Offer for a subsequent offering period (as provided in Exhibit A are Rule 14d-11 under the Exchange Act) for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived three to 20 business days in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser order to acquire at any time to exercise any least 90% of the foregoing rights outstanding shares of BLP Common Stock. Cardinal and Subcorp shall not be deemed a waiver of any such right comply with the obligations respecting prompt payment and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to announcement under the terms and conditions Exchange Act, and, without limiting the generality of the Offer foregoing, Subcorp shall, and this AgreementCardinal shall cause Subcorp to, Merger Sub shall accept for payment payment, and pay for, in accordance with the terms of the Offer, all shares of BLP Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after promptly following the expiration acceptance of the Offer. (c) Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of BLP Common Stock that Merger Sub becomes obligated to purchase for payment pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------Agreement.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVIII, as promptly as ---------- practicable but and in any event within five business days on or before the date that is ten Business Days after the date hereof, Merger Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and , the rules and regulations ------------ promulgated thereunder, an offer Offer to purchase (the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of all the outstanding shares of Common Stock (other than shares cancelled or converted pursuant to Section 3.1(a)) at a price of $14.75 per share of Common Stock, net equal to the seller in cash, without interest (such price or any higher price paid pursuant to Offer Price. The consummation of the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Acquisition Sub to commence the Offer and accept for payment, payment and pay for, for any shares of Common Stock tendered pursuant to the Offer Offer, shall be subject to the conditions set forth only to: (i) there being validly tendered in Exhibit A hereto and to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and not properly withdrawn prior to waive any condition the Expiration Date that number of the Offershares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce together with the number of shares of Common Stock subject to (if any) then owned by Parent or its subsidiaries, represents a majority of the Offershares of Common Stock then outstanding (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) reduce the price per satisfaction, or waiver by Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Acquisition Sub, of the other Offer Conditions, 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 on or promptly after the applicable Expiration Date. Subject to Section 3.7, the Offer Price payable in respect of each share of Common Stock to be paid validly tendered and not properly withdrawn pursuant to the OfferOffer shall be paid net to the seller in cash, without interest. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Unless previously approved by the Company in writing, Parent and Acquisition Sub shall not: (i) decrease the Offer Price, (iv) except as set forth below, extend the Offer, (vii) change the form of consideration payable in the Offer, (viiii) amend or modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer other than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that have been validly tendered and not withdrawn represent less than 90% is adverse to the holders of Common Stock, (vi) extend the expiration of the issued and outstanding shares Offer except as required or permitted by this Section 2.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Common Stock. Notwithstanding . (d) Unless extended in accordance with the foregoingterms of this Agreement, Merger the Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer, as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If as of any then scheduled Expiration Date, any Offer Condition has not been satisfied or, to the extent waivable by Parent or Acquisition Sub maypursuant 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 Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of the Offer Conditions; provided, however, that Acquisition Sub shall not be required to extend the Offer beyond the Outside Date, unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 8.1(b), and shall not extend the Offer beyond the Outside Date without the consent of the Company’s prior written consent. In addition, Acquisition Sub shall extend the Offer for any period or periods required by any ruleapplicable Law or applicable rules, regulationregulations, interpretation interpretations or position positions of the SEC or its staff or the staff thereof applicable to the Offer. It is agreed NASDAQ; provided, however, that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Acquisition Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver required to extend the Offer beyond the Outside Date, unless at such time Parent would be prohibited from terminating this Agreement pursuant to Section 8.1(b), and shall not extend the Offer beyond the Outside Date without the Company’s consent. (f) Acquisition Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of any such right 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 each such right Parent shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of 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 AgreementAgreement is terminated prior to the Acceptance Time, Merger Acquisition Sub shall accept for payment promptly return, and pay forshall cause any depositary acting on behalf of Acquisition Sub to return, in accordance with the terms of the Offerapplicable Law, all shares of Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. (c) Purchaser 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 have not then been purchased in the Offer to the registered holders thereof. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Acquisition Sub shall: (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer and shall be liable Statement on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement Schedule TO with respect to the payment Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”); (ii) deliver a copy of the Schedule TO, including all exhibits thereto, to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act; (iii) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Schedule TO, to the NASDAQ in accordance with Rule 14d-3(a) promulgated under the Exchange Act; and (iv) cause the Offer ConsiderationDocuments to be disseminated to all holders of shares of Common Stock as and to the extent required by all applicable Laws, including the Exchange Act. (h) The Schedule TO shall include as exhibits, the Option Consideration Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and a form of notice of guaranteed delivery (as defined in Section 5.2(d)) the Schedule TO and the -------------- Merger Consideration (documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as defined in Section 5.2(b)the “Offer Documents”). --------------Subject to the provisions of Section 6.4, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. Parent and Acquisition Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents, if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Acquisition Sub agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of shares of Common Stock, in each case as and to the extent required by all applicable Laws, including the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Acquisition Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Acquisition Sub shall provide the Company and its counsel promptly with copies of any written comments, 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 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 to the Schedule TO and Offer Documents 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 to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 8.1, as promptly as ---------- practicable practicable, but in any no event within five later than the fifth business days after day following the date hereofpublic announcement of the terms of this Agreement, Merger Sub Acquisition shall commence, within commence the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all. Acquisition shall, and in any event ----- not less than a majority on a fully diluted basisParent shall cause Acquisition to, subject only to the prior satisfaction or waiver of the outstanding shares conditions of Common Stock at a price of $14.75 per share of Common Stockthe Offer, accept for payment Shares validly tendered as soon as it is legally permitted to do so under applicable law. As promptly as practicable after such acceptance, Acquisition shall, subject to applicable law, pay for such Shares. The Per Share Amount payable in the Offer shall be paid net to the seller in cash, upon the terms and subject to the conditions of the Offer. Acquisition shall not, without interest (such price or the consent of the Special Committee, accept for payment any higher price paid Shares tendered pursuant to the OfferOffer unless a number of Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer such that, upon purchase of such Shares by Acquisition, Acquisition and Parent, collectively, would be the owners of Shares representing at least 81.07% of the Fully Diluted Shares (as defined on Section 9.9) (the "Offer ConsiderationFirst Minimum Condition"). Notwithstanding In addition to the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesFirst Minimum Condition, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub Acquisition to commence the Offer and accept for payment, payment and pay for, any shares of Common Stock for Shares tendered pursuant to the Offer shall be subject only to the satisfaction or waiver of the conditions (i) that a number of Shares shall have been validly tendered and not withdrawn prior to the expiration date of the Offer such that, upon purchase of such Shares by Acquisition, Acquisition and Parent, collectively, would be the owners of Shares representing at least 90% of the Fully Diluted Shares as of the expiration date of the Offer (the "Second Minimum Condition") and (ii) that are set forth in Annex A to this Agreement. It is agreed that the Second Minimum Condition and the other conditions set forth in Exhibit Annex A hereto are for the sole benefit of Acquisition and to may be asserted by Acquisition regardless of the terms and conditions circumstances unless the failure of any such condition was caused by any breach by Parent or Acquisition of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub Acquisition expressly reserves the right in its sole discretion to modify waive, in whole or in part, at any time or from time to time, any such condition (including, without limitation, the terms of Second Minimum Condition, but not including the Offer and First Minimum Condition) or to waive any condition of increase the cash price per Share payable in the Offer; provided that no change may be made that decreases the Per Share Amount payable in the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change changes the form of consideration payable in the Offer, (vi) amend or modify any term or condition reduces the maximum number of Shares to be purchased in the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional imposes conditions to the Offer other than such conditions required in addition to those set forth in Annex A. If requested to do so by applicable law. So long as this Agreement is Parent or Acquisition, the Company (acting at the direction of the Special Committee) may, in effect the sole discretion of the Special Committee, waive the First Minimum Condition and the conditions Acquisition may thereafter accept for payment any and all Shares validly tendered and not withdrawn prior to the Offer have not been satisfied or waived, Merger Sub may, without the consent expiration of the Company, extend Offer whether or not the First Minimum Condition is satisfied. (or shall extend at the request of the Companyb) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled The initial expiration date of the Offer shall be midnight on the 20th business day following commencement of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waivedThe foregoing notwithstanding, Merger Sub Acquisition may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensionsi) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. It is agreed that , (ii) if at any scheduled expiration date any of the conditions to the Offer set forth in paragraphs (a) - (e) of Annex A have not been satisfied or waived, until such time as all of such conditions shall have been satisfied or waived, or (iii) in the event all of the conditions to the Offer shall have been satisfied or waived, other than the Second Minimum Condition, for a period or periods aggregating not more than 40 business days after the later of (A) the initial expiration date of the Offer and (B) the date on which all of the conditions set forth in Exhibit paragraphs (a) - (e) of Annex A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub shall have been satisfied or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretionwaived. The failure by Merger Sub or Purchaser If at any time to exercise any scheduled expiration date of the foregoing rights Offer the Second Minimum Condition shall not have been satisfied, then, at the request of the Company (acting at the direction of the Special Committee, which request shall subsequently be deemed confirmed in writing), Acquisition shall, and Parent shall cause Acquisition to, extend the Offer for a waiver period or periods aggregating not more than 40 business days, subject to the right of any such right Acquisition and each such right shall be deemed an ongoing right which may be asserted Parent to terminate this Agreement pursuant to Section 8.1. In addition, if at any timescheduled expiration date of the Offer, a condition set forth in paragraph (c) or (d) of Annex A hereto shall not have been satisfied but all of the other conditions set forth in paragraphs (a) - (e) of Annex A shall then have been satisfied, then, at the request of the Company (acting at the direction of the Special Committee, which request shall subsequently be confirmed in writing) and so long as the Company is using its reasonable best efforts to cause such conditions to become satisfied, Acquisition shall, and Parent shall cause Acquisition to, extend the Offer for up to an additional 20 business days, subject to the right of Acquisition and Parent to terminate this Agreement pursuant to Section 8.1. Subject to the terms right of Acquisition and conditions of Parent to terminate this Agreement pursuant to Section 8.1, Acquisition shall not terminate or withdraw the Offer and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms prior to any scheduled expiration date of the Offer, all shares of Common Stock validly tendered and not withdrawn including as extended pursuant to this Section 1.1; provided, however, that Acquisition may, at its option, terminate and withdraw the Offer as soon as practicable if, after such extensions required to be made under this Section 1.1(b), the expiration of the OfferOffer has expired in accordance with its terms. (c) Purchaser As soon as practicable on the date of commencement of the Offer, Parent and Acquisition shall provide or cause file with the Securities and Exchange Commission (the "Commission") (i) a Tender Offer Statement on Schedule 14D- 1 with respect to be provided the Offer which will contain the offer to Merger Sub on purchase, the form of the related letter of transmittal and related summary advertisement and (ii) a timely basis the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant Rule 13E-3 Transaction Statement with respect to the Offer and the other transactions contemplated hereby (the Schedule 14D-1, the Schedule 13E-3, the offer to purchase and such other documents, together with any supplements or amendments thereto, the "Offer Documents"). Parent, Acquisition and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that any such information shall have become false or misleading in any material respect and Parent and Acquisition each further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Commission 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 liable given a reasonable opportunity to review and comment on a direct the Offer Documents prior to their filing with the Commission and primary basis for shall be provided with any written or verbal comments Parent, Acquisition and their counsel may receive from the performance by Merger Sub Commission or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement staff with respect to the payment Offer Documents promptly after receipt of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------such comments.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofVIII, as promptly as ---------- reasonably practicable after the date of this Agreement but in any no event within five later than ten business days after the date hereofof this Agreement, Merger Sub shall, and Parent shall commence, cause Merger Sub to (and the Company shall cooperate with Parent and Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") 1934, as amended, and the rules and regulations ------------ promulgated thereunder, an offer to purchase thereunder (the "“Exchange Act”)) the Offer". (b) allSubject to the terms and conditions of this Agreement, and in any event ----- not less than a majority on a fully diluted basis, including the prior satisfaction or waiver of the outstanding conditions set forth in Annex I (the “Offer Conditions”), Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the time and date of acceptance for payment, the “Acceptance Time”) and promptly following the acceptance of the shares of Company Common Stock at a price for payment pursuant to the Offer, pay (subject to any withholding of $14.75 per share of Common Stock, Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest (such price or any higher price paid interest, for each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer (and of Parent to cause Merger Sub to) accept for payment, and pay the Offer Price net to the seller in cash, without interest, for, any shares each share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A hereto and satisfaction, or waiver by Parent or Merger Sub if permitted hereunder, of each of the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms and conditions of this Agreement. --------- Subject to the provisions of Offer as set forth in this Agreement, including the Offer shall expire 20 business days after Minimum Tender Condition (as defined in Annex I) and the date of its commencement, unless this Agreement is terminated other conditions set forth in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Annex I. Parent and Merger Sub expressly reserves reserve the right (in their sole discretion) to modify (i) increase the Offer Price, (ii) waive, in whole or in part, any Offer Condition and (iii) make any other changes in the terms of the Offer and to waive any condition conditions of the Offer; provided that, except thatunless otherwise provided by Section 1.01(k), without the prior written consent of the Company, Parent and Merger Sub shall not (and Purchaser shall cause Merger Sub not toA) (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the OfferOffer Price, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (vB) change the form of consideration payable in the Offer, (viC) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose additional conditions on the consummation of the Offer, (E) amend or modify any term or condition of the Offer Conditions in a manner that adversely affects any holder of shares of Company Common Stock, (including F) change or waive the conditions set forth on Exhibit AMinimum Tender Condition, (G) extend or otherwise change the Expiration Date in any a manner --------- adverse to the holders other than as required or permitted by Section 1.01(e) of Common Stock this Agreement or (viiH) impose additional conditions to otherwise amend or modify the Offer other than such conditions required by applicable law. So long as in a manner that adversely affects any holder of shares of Company Common Stock. (d) Unless extended pursuant to and in accordance with the terms of this Agreement is in effect and the conditions to Agreement, the Offer have not been satisfied or waivedshall expire at midnight, Merger Sub mayNew York time, without on the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than date that is 20 business days (for all such extensionsthis purpose calculated in accordance with Rule 14d-1(g)(3) beyond under the originally scheduled expiration date Exchange Act) following the commencement of the Offer. So long as Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement is in effect Agreement, the date and the conditions time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (i) If on or prior to any then scheduled Expiration Date, any of the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied at the Acceptance Time), or waived, waived by Parent or Merger Sub mayif permitted hereunder, without the consent of the Company, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an aggregate period one or more successive periods of not more than 20 up to 10 business days each in order to permit the satisfaction of such conditions (for all subject to the right of Parent and Merger Sub to waive any condition (other than the Minimum Tender Condition) in accordance with this Agreement); provided that, such extensionsextension of the Offer does not extend past the earlier of (A) beyond the originally termination of this Agreement pursuant to Article VIII and (B) December 31, 2012 (the “Outside Date”); (ii) If, within five business days prior to any then scheduled expiration Expiration Date, the Company receives a Company Competing Proposal (or a revision to a previously received Company Competing Proposal), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer so that the Expiration Date does not occur until the later of (x) the date that is 5 business days following the date of the Offer, if Company’s initial receipt of such Acquisition Proposal (or such revision to a previously received Acquisition Proposal) and (y) the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% first business day following the expiration of the issued and outstanding shares applicable Notice Period related to such Acquisition Proposal (or such revision to a previously received Acquisition Proposal); provided, that such extension of the Common Stock. Notwithstanding Offer shall not extend past the foregoingtermination of this Agreement pursuant to Article VIII; provided, further, that Merger Sub may, without the consent shall only be required to provide for one such extension of the Company, Offer pursuant to this Section 1.01(e)(ii); and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by any ruleapplicable Law, regulation, by interpretation or position of the SEC Securities and Exchange Commission (the “SEC”) or its staff or by the staff thereof New York Stock Exchange (“NYSE”) applicable to the Offer. It Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date (including any rescheduled Expiration Date) without the prior written consent of the Company except in the event that this Agreement is agreed that terminated pursuant to Article VIII. Nothing in this Section 1.01 shall affect any of the conditions termination rights set forth in Exhibit A Article VIII. (f) If fewer than 90% of the number of outstanding shares of Company Common Stock are accepted for payment pursuant to the sole --------- benefit of Offer, Parent and Merger Sub may, and Purchaser at the request of the Company shall, and may be asserted upon any such request by the Company Parent shall cause the Merger Sub to, provide for one “subsequent offering period” (and one or Purchaser, or may be waived more extensions thereof) in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of accordance with Rule 14d-11 under the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any timeExchange Act. Subject to the terms and conditions of this Agreement and the Offer and this AgreementOffer, Merger Sub shall (and Parent shall cause Merger Sub to) promptly after any Company Common Stock is validly tendered during a “subsequent offering period” (or any extension thereof) accept for payment payment, and pay (subject to any withholding of Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest, for, each share of Company Common Stock that is validly tendered during such “subsequent offering period” or any extension thereof promptly after any such share of Company Common Stock is tendered during any such period. The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.01(f). (g) In the event that this Agreement is terminated pursuant to Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) (i) within one business day of such termination, terminate the Offer, (ii) not acquire any shares of Company Common Stock pursuant to the Offer and (iii) cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock to the terms registered holders thereof. (h) As promptly as practicable on the date of the commencement of the Offer, all shares of Common Stock validly tendered Parent and not withdrawn pursuant Merger Sub shall prepare and file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase, the summary advertisement and form of the related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments and supplements thereto and including exhibits thereto, the “Offer Documents”). Parent and Merger Sub shall as soon promptly as practicable after cause the expiration Offer Documents to be disseminated to holders of the Offershares of Company Common Stock in accordance with and to the extent required by Rule 14d-4 under the Exchange Act. Parent and Merger Sub agree that they shall cause the Offer Documents filed with the SEC by either Parent or Merger Sub to comply in all material respects with the Exchange Act and other applicable Laws. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub and Parent’s counsel all information concerning the Company, the Company’s Subsidiaries and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.01(h), including such information required by applicable Laws to be set forth in the Offer Documents. No filing of, or amendment or supplement to, the Offer Documents will be made by Parent or Merger Sub, without providing the Company and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Acceptance Time or during any “subsequent offering period” (or extension thereof) any information relating to the Company, Parent, Merger Sub, or any of their respective Affiliates, directors or officers should be discovered by any of the parties hereto, which should be set forth in an amendment or a supplement to the Offer Documents so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and Parent and Merger Sub shall promptly file with the SEC an appropriate amendment or supplement describing such information and, to the extent required by Law, shall disseminate such amendment or supplement to the stockholders of the Company. Parent and Merger Sub shall notify the Company promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Offer Documents or for additional information, and shall promptly supply the Company with copies of all correspondence (including a written summary of any oral communications) between Parent, Merger Sub or any of their respective Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Offer Documents. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. (ci) Purchaser If any portion of the Offer Price is to be paid to a person other than the person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. For the avoidance of doubt, Section 2.02(g) applies to payments made pursuant to this Section 1.01. (j) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase pay for any shares of Company Common Stock that Merger Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer. (k) If, between the date of this Agreement and the Acceptance Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization (but excluding any change that results from (i) the exercise of stock options or the conversion into Company Common Stock of other equity awards relating to the Company Common Stock or (ii) the grant of stock-based compensation (other than any such grants not made in accordance with the terms of this Agreement) to directors or employees of the Company or its Subsidiaries under the Company’s stock option or compensation plans or arrangements), the Offer and Price shall be liable on a direct appropriately and primary basis for the performance by Merger Sub proportionately adjusted to reflect such reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or the Surviving Corporation (as defined other similar change in Section 2.1), as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------capitalization.

The Offer. (a) Subject to the provisions of Provided, that this Agreement and this Agreement shall not having been have terminated in accordance with Article 10 hereofits terms and provided that none of the events set forth in clause (iii)(a) of Annex A shall have occurred and subject to there being no order, as promptly as ---------- practicable but in decree, judgment, injunction or ruling of a Governmental Authority of competent jurisdiction enjoining, restraining or otherwise prohibiting the commencement of the Offer and no Law having been enacted, entered, enforced, promulgated, amended, issued or deemed applicable to Parent, the Company or any event within five business days after the date hereofsubsidiary or affiliate thereof having such effect, Merger Sub Purchaser shall commence, (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunderOffer as promptly as reasonably practicable, an offer to purchase but no later than seven (7) business days (commencing with the "Offer") all, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- first business day after the date of this Agreement Agreement), after the date hereof. Following such launch, each of Parent and Purchaser shall use its reasonable best efforts to consummate the closing of Offer, subject to the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. terms and conditions hereof. (b) The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, purchase and pay for, for any shares of Common Stock Company Shares tendered pursuant to the Offer (and not validly withdrawn) shall be subject to the satisfaction or waiver pursuant to the terms hereof of (x) the condition (the “Minimum Condition”) that at least that number of Company Shares validly tendered and not withdrawn prior to the expiration date of the Offer (other than Company Shares tendered by guaranteed delivery where actual delivery has not occurred), when added to any Company Shares already owned by Parent or any of its controlled subsidiaries, if any, equal a majority of the sum of the then outstanding Company Shares plus (without duplication) a number equal to the number of Company Shares issuable upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Common Shares, or other rights to acquire or be issued Common Shares (including then outstanding Company Stock Options and Company RSUs, assuming the effectiveness thereof occurred on the Expiration Date), in each case, with an exercise or conversion price below the Per Share Amount and (y) the other conditions set forth in Exhibit Annex A hereto (the conditions described in clauses (x) and (y) are collectively referred to as the “Tender Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time, in its sole discretion, to amend or waive any such condition (other than the Minimum Condition which may not be amended or waived), to increase the price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, the Offer shall expire 20 business days after the date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer; provided, except that, that without the prior written consent of the Company, Merger Sub shall not Company no change may be made that decreases the Per Share Amount (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (except as defined provided in Exhibit ASection 2.1(i)), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change changes the form of consideration payable in the Offer, (vi) amend or modify any term or condition of adds to the conditions to the Offer, extends the Offer (including the conditions other than as set forth on Exhibit A) in this Section 2.1, decreases the number of Company Shares sought to be purchased in the Offer, extends the Offer other than in a manner pursuant to and in accordance with the terms of Section 2.1(d), or modifies or amends any condition to the Offer in any manner --------- that broadens such conditions or is adverse to the holders of Common Stock or Company Shares. (viic) impose additional conditions Subject to the terms and conditions thereof, the Offer other than such conditions shall remain open until midnight, New York City time, at the end of the twentieth (20th) business day beginning with (and including) the date that the Offer is commenced (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the “Expiration Date”), unless the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, the provisions of Section 2.1(d) or as required by applicable law. So long as this Agreement is in effect and Laws or the conditions to the Offer have not been satisfied or waived, Merger Sub may, without the consent interpretations of the Company, extend SEC (or in which event the term “Expiration Date” shall extend at mean the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration latest time and date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer, if as so extended, may expire). (d) Notwithstanding the number of shares of Common Stock that foregoing or anything to the contrary set forth in this Agreement, unless this Agreement shall have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoingterminated in accordance with Section 9.1, Merger Sub may, without the consent of the Company, (i) Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or the staff thereof Nasdaq Stock Market that is applicable to the Offer. It , and (ii) if, on the initial Expiration Date or any subsequent date as of which the Offer is agreed scheduled to expire, any Tender Offer Condition is not satisfied and has not been waived, then Purchaser shall extend (and re-extend) the Offer and its expiration date beyond the initial Expiration Date or such subsequent date for successive extension periods of up to 10 business days each (each such extension period, an “Additional Offer Period”); provided, however, that notwithstanding the conditions foregoing clauses (i) and (ii) of this Section 2.1(d), (A) if any of the events set forth in Exhibit clause (iii)(a) of Annex A are shall have occurred on or before the initial Expiration Date or the end of any Additional Offer Period, in no event shall Purchaser be required to extend the Offer beyond the Initial Expiration Date or end of such Additional Offer Period, as applicable; (B) if, at the initial Expiration Date or the end of any Additional Offer Period, all of the Tender Offer Conditions, except for the sole --------- benefit Minimum Condition, are satisfied or have been waived, Purchaser shall only be required to extend the Offer and its expiration date beyond the initial Expiration Date or such subsequent date for one or more additional periods not to exceed an aggregate of Merger Sub 20 business days, to permit the Minimum Condition to be satisfied; and (C) in no event shall Purchaser and may be asserted by Merger Sub or Purchaserrequired to extend the Offer beyond the Outside Date; provided further, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of that the foregoing rights clauses (i) and (ii) of this Section 2.1(d) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to Section 9.1. (e) If the Acceptance Date occurs, but there has been a waiver 251(h) Inapplicable Determination, and the number of Company Shares that have been validly tendered and not properly withdrawn in the Offer, together with any Company Shares then owned by Parent or any subsidiary of Parent (assuming exercise of the Top-Up Option in full and excluding from such right and each ownership Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such right guarantee), is less than 90% of the outstanding Shares, Purchaser may, in its sole discretion without the consent of the Company, provide for one subsequent offering period immediately following the Acceptance Date (as provided in Rule 14d-11 under the Exchange Act) of not less than three (3) nor more than twenty (20) business days (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act). Notwithstanding the foregoing, no extension provided for in this Section 2.1(e) shall be deemed an ongoing right which may be asserted at any timeextend the Offer beyond the Outside Date. Subject to the terms and conditions of this Agreement and the Offer, Purchaser shall (and Parent shall cause Purchaser to) accept for payment, and pay for, all shares of Company Common Stock validly tendered during such subsequent offering period, as promptly as practicable after any such shares of Company Common Stock are tendered during such subsequent offering period. Purchaser shall not terminate the Offer and prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 9.1. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall not (and Parent shall cause Purchaser not to) commence any “subsequent offering period” after the Acceptance Date if the Merger Sub can be effected pursuant to either (i) Section 251(h) of the DGCL or (ii) Section 253 of the DGCL. (f) In the event that this Agreement is terminated pursuant to Section 9.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within twenty four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. (g) The Per Share Amount shall, subject to applicable withholding of taxes, be net to the applicable seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of this Agreement, Purchaser or Parent on Purchaser’s behalf shall accept for payment and pay for, in accordance with the terms of the Offer, for all shares of Common Stock Company Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after promptly following the expiration of the OfferOffer (the time and date of the acceptance for payment, the “Acceptance Date”); provided, however, that without the prior written consent of the Company, Purchaser shall not accept for payment or pay for any Company Shares if, as a result, Purchaser would acquire less than the number of Company Shares necessary to satisfy the Minimum Condition. If payment of the Per Share Amount is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Company Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other similar taxes required by reason of the payment of the Per Share Amount to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. (ch) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall provide or cause to be provided to Merger Sub file with the SEC a Tender Offer Statement on a timely basis Schedule TO (together with all amendments and supplements thereto, the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its ----------- obligations under this Agreement “Schedule TO”) with respect to the payment Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and form of the related letter of transmittal and any other ancillary documents pursuant to which the Offer Considerationwill be made (the Schedule TO, the Option Consideration (Offer to Purchase and such other documents, together with all exhibits, supplements and amendments thereto, being referred to herein collectively as defined the “Offer Documents”). Purchaser shall use its reasonable best efforts to cause the Offer Documents to be disseminated to holders of Company Shares in Section 5.2(d)) all material respects to the extent required by applicable federal securities laws. Parent and Purchaser shall use their respective reasonable best efforts to cause the Offer Documents to comply in all material respects with the applicable requirements of federal securities laws. Parent, Purchaser and the -------------- Merger Consideration (Company agree to correct promptly any information provided by any of them for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to use reasonable best efforts to cause the Schedule TO, as defined so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Company Shares, in each case in all material respects as required by applicable federal securities laws. The Company shall promptly furnish to Purchaser or Parent all information concerning the Company that is required or reasonably requested by Purchaser or Parent in connection with their obligations relating to the Offer Documents or any action contemplated by this Section 5.2(b)2.1(h). --------------Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO before it is filed with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Company and its counsel. In addition, Parent and Purchaser agree to (i) provide the Company and its counsel in writing with any written comments 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 comments, (ii) use reasonable best efforts to provide a reasonably detailed description of any oral comments 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 comments, and (iii) unless there has been a Change of Recommendation, provide the Company and its counsel reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment to the Offer Documents prior to the filing thereof with the SEC. (i) If, between the date of this Agreement and the Acceptance Date, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or similar transaction, then the Per Share Amount applicable to such Company Share shall be adjusted to the extent appropriate.

The Offer. (a) Subject to the provisions of Provided that this Agreement and this Agreement shall not having have been terminated in accordance with Article 10 hereofSection 9.1 and the Company is prepared in accordance with Section 2.2(a) to file with the SEC, and to disseminate to the Stockholders, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as ---------- practicable (but in any no event within five business days later than 10 Business Days) after the date hereof, Merger Sub shall, and Parent shall commencecause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act"), the Offer. (b) and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") allThe obligations of Merger Sub to, and in any event ----- not less than a majority on a fully diluted basis, of the outstanding shares of Common Stock at a price of $14.75 per share of Common Stock, net Parent to the seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and cause Merger Sub to commence the Offer and to, accept for payment, payment and pay for, for any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the terms and the satisfaction or waiver (as provided in Section 2.1(c) below) of the conditions set forth in Exhibit A hereto Annex I (the “Offer Conditions”). Subject only to the satisfaction or, to the extent waivable by Parent or Merger Sub, waiver by Parent or Merger Sub of each of the Offer Conditions, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as promptly as practicable on or after the Expiration Date. The acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on a timely basis funds necessary to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective controlled Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of this Agreement. --------- Subject to the provisions Offer not inconsistent with the terms of this Agreement, the Offer shall expire 20 business days after the date of its commencement; provided that, unless this Agreement is terminated otherwise or previously approved by the Company in accordance with Article 10writing, in which case the Offer (whether or not previously ---------- extended in accordance with the terms hereof) shall expire on such date of termination. (b) Merger Sub expressly reserves the right to modify the terms of the Offer Parent and to waive any condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) not: (i) waive decrease the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) Offer Price or change the form of consideration payable in the Offer, (ii) decrease the maximum number of shares of Company Common Stock subject to or sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions, (iv) waive, modify or amend the Minimum Condition or the Antitrust and Judgment/Illegality Conditions, (v) amend any other term of the Offer in a manner that would reasonably be expected to adversely affect any Stockholder in its capacity as such, (vi) amend extend or modify otherwise change the Expiration Date except as required or permitted by Section 2.1(e) or (vii) provide any term “subsequent offering period” (or condition any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Offer may not be terminated prior to the Expiration Date (or any rescheduled Expiration Date), unless this Agreement is validly terminated in accordance with Section 9.1. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, forms of the letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the Stockholders to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the Offer to the record and beneficial Stockholders. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel with any comments that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable efforts to respond promptly to any such SEC comments. (e) Unless extended or earlier terminated pursuant to and in accordance with the terms of this Agreement, the Offer shall remain open until one minute after 11:59 p.m., New York City time, on the 20th business day (for purposes of this Section 2.1(e), calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (including the conditions set forth on Exhibit A“Initial Expiration Date”) in any manner --------- adverse to or, if the holders period of Common Stock or (vii) impose additional conditions to time for which the Offer other than such conditions is open shall have been extended pursuant to, and in accordance with, this Agreement or as may be required by applicable law. So long as this Agreement is in effect Law, the time and the conditions date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if as of the then-effective Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied or waivedwaived by Parent or Merger Sub if permitted hereunder, then Merger Sub may, without the consent of the Company, extend (or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived, Parent may cause Merger Sub mayto, in the Parent’s and Merger Sub’s sole discretion and without the consent of the Company, extend the Offer for an aggregate period on one or more occasions in consecutive increments of not more than 20 business days Business Days each (for all the length of such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered period to be determined by Parent and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub mayin their discretion), without or for such longer period as the consent parties may agree in order to permit the satisfaction of such Offer Conditions (subject to the Companyright of Parent or Merger Sub to waive any Offer Conditions, other than the Minimum Condition), (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any (x) the minimum period required by any rule, regulationapplicable Law, interpretation or position of the SEC or the its staff thereof or NASDAQ or its staff and (y) periods of not more than 10 Business Days per extension, until any waiting period (and any extension thereof) applicable to the Offer. It consummation of the Offer under the HSR Act shall have expired or been terminated and (iii) if, as of the scheduled Expiration Date, any Offer Condition is agreed that not satisfied and has not been waived, at the conditions set forth in Exhibit A are for request of the sole --------- benefit of Company, Merger Sub shall, and Purchaser and may be asserted by Parent shall cause Merger Sub to, extend the Offer on one or Purchaser, or may be waived more occasions in whole or in part by consecutive increments of not more than 10 Business Days each; provided that Merger Sub or Purchasershall not in any event be required to, and Parent shall not in their sole discretion. The failure by any event be required to cause Merger Sub or Purchaser at any time to exercise any of to, extend the foregoing rights Offer beyond the Outside Date; provided further that Merger Sub shall not be deemed a waiver required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the Initial Expiration Date on more than three occasions, not to exceed an aggregate of any such right and 30 Business Days (provided that each such right shall extension will be deemed an ongoing right which may be asserted at any time. Subject to 10 Business Days unless the terms and conditions Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition and this Agreement, Merger Sub shall accept for payment and pay for, in accordance with the terms of the Offer, all shares of Common Stock validly tendered and not withdrawn pursuant conditions which by their nature are to the Offer as soon as practicable after be satisfied at the expiration of the Offer. (c) Purchaser shall provide or cause . In the event that this Agreement is validly terminated pursuant to be provided to Section 9.1, Merger Sub on a timely basis shall, and Parent shall cause Merger Sub to, promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the funds necessary to purchase Offer, shall not acquire any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable cause any depositary acting on a direct and primary basis for the performance by behalf of Merger Sub or the Surviving Corporation (as defined to return, in Section 2.1)accordance with applicable Law, as the case may be, of its ----------- obligations under this Agreement with respect all Tendered Shares to the payment of the Offer Consideration, the Option Consideration (as defined in Section 5.2(d)) and the -------------- Merger Consideration (as defined in Section 5.2(b)). --------------registered holders thereof.