Common use of The Offer Clause in Contracts

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for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by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such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and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

The Offer. (a) Parent shall not, and shall cause Sub not to, commence (within the meaning of Rule 14d-2(a) of the ▇▇▇▇ ▇▇▇) the Offer prior to the date that is 14 days after the date hereof. Provided that this Agreement shall not have been terminated in accordance with Article 7Section 10.01, Parent shall cause Sub to, and Sub shall, commence (within the meaning of Rule 14d-2(a) of the ▇▇▇▇ ▇▇▇) the Offer as promptly as practicable after the such date hereof (but in no event later than January 13ten (10) Business Days following such date or such later date as the parties may mutually agree in writing). The Sub shall be obligated to accept for payment and to, 2020subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the 1934 Act (relating to Sub’s obligation to pay for or return tendered Shares promptly after the termination or withdrawal of the Offer), Merger pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Agreement), subject to the condition that there shall be validly tendered (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent and its Affiliates, represents at least a majority of the total number of Shares then outstanding on a Fully Diluted Basis (the “Minimum Condition”) and to the other conditions set forth in Annex I (together with the Minimum Condition, the “Offer Conditions”) and to no other conditions. Subject to the prior satisfaction or waiver (except for the Minimum Condition) of the Offer Conditions, promptly after the later of (i) the earliest date as of which Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (ii) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Sub, Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, consummate the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Share Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price and (iiwithout interest) Preferred Shares at in compliance with Rule 14e-1(c) of the Preferred 1934 Act for each Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: . The obligation of Sub (aand of Parent to cause Sub) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfactionpayment, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following shall be subject only to the Expiration Datesatisfaction, andor waiver (except for the Minimum Condition) by Parent or Sub, of each of the Offer Conditions. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (b) Sub expressly reserves the right to waive (except for the Minimum Condition) any of the Offer Conditions and to make any other changes in the terms of or conditions to the Offer; provided that without the prior written consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (i) no change may be made that changes the form of consideration to be paid, or decreases the Offer Price or the number of Shares sought in the Offer, (ii) no change may be made that amends or adds to the Offer Conditions or amends any other term of the Offer, in each case in any eventmanner that is adverse to the shareholders of the Company, no more and except for any change or amendment that is required by Law or any waiver of any Offer Condition (other than two the Minimum Condition), (2iii) the expiration date shall not be extended except as otherwise provided herein, and (iv) Sub shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 10.01. (c) Unless extended as provided in this Agreement, the Offer shall initially expire at 12:00 midnight, New York City time on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) and Rule 14e-1(a) under the 1934 Act). Notwithstanding the foregoing, (i) Sub shall (or at the request of the Company, Parent shall cause Sub to) extend the Offer, if at the Initial Expiration Time or any extension thereof the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived (except for the Minimum Condition), for successive extension periods of not more than ten (10) Business Days each (except as required by Law) in order to permit the satisfaction of the Offer Conditions and (ii) Sub shall extend the Offer for any period required by any Law or by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Sub be required to extend the Offer beyond the End Date. Following expiration of the Offer, Sub may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act if, as of the expiration of the Offer, all of the Offer Conditions have been satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s shareholders in accordance with the MBCA. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, including any Subsequent Offering Period, all Shares (i) validly tendered and not withdrawn pursuant to the Offer and (ii) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller holder thereof in cash, without interest, subject to reduction for any applicable withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth payable in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer respect thereof in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred SharesSection 2.07. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Sub shall (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule TO”). The Schedule TO ) with respect to the Offer, which shall include, as exhibits, an offer to purchase and a related letter of transmittal, a summary advertisement and other ancillary documents pursuant to which the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement will be made (collectively, together with any amendmentsexhibits, amendments or supplements and exhibits thereto, the “Offer Documents”). Parent , and Merger Sub agree (ii) to the extent required by applicable U.S. securities Laws, cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Each of Parent and Merger Sub, on Sub agrees that it shall cause the one hand, Schedule TO and the Companyother Offer Documents filed by any of them with the SEC to comply in all material respects with the 1934 Act and the rules and regulations thereunder and other applicable Law. Each of Parent, on Sub and the other hand, agree Company agrees to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Parent and Sub agrees further agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to promptly be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by applicable Law. The Company shall furnish or otherwise make available to Parent and Sub and their legal counsel all information concerning the Exchange ActCompany’s shareholders, including a list, as of the most recent practicable date, of the stockholders of the Company, mailing labels and any available listing or computer files containing the names and addresses of all record and beneficial holders of the Shares, and a list of security positions of Shares held in stock depositories that Parent or Sub may reasonably request in connection with any action contemplated by this Section 1.01(d), including communicating the Offer to the record and beneficial holders of the Shares; provided that, except as required by Law or in connection with steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Sub shall keep confidential and not disclose such information, as required by the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreement. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents before they are filed prior to the filing thereof with the SEC, and Parent and Merger Sub shall give due reasonable and good faith consideration to any all reasonable additions, deletions or changes thereto suggested thereto by the Company and its counsellegal counsel that Parent reasonably determines to be appropriate. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall agree to provide the Company and its counsel with copies of any written commentscomments Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The the Company shall have the right to consult with Parent, Sub and its their counsel shall be given a reasonable opportunity before responding to review any such responses comments, and Parent and Merger Sub shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto by each response to those views and comments of the Company and its counsellegal counsel related thereto that Parent reasonably determines to be appropriate. Each of Parent and Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (e) Parent shall provide or cause to be provided to Sub as promptly as practicable following the expiration of the Offer and any Subsequent Offering Period, as applicable, all funds necessary to pay for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable after the date hereof (but in no event later more than January 13, 2020ten (10) days after 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 Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding tender offer (the “Minimum ConditionOffer”); and (b) the satisfaction, or waiver by Merger Sub, to purchase all of the other conditions and requirements set forth in Annex I. (b) On or prior outstanding shares of Company Common Stock at a price per share equal to the date that Merger Sub becomes obligated $12.80 net to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interestinterest (such amount or any higher amount per share of Company Common Stock paid pursuant to the Offer in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes required by applicable Applicable Law, on the terms and subject to the conditions set forth in this Agreement. The consummation of the Offer, and the obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, shall be subject only to: (i) there being validly tendered and “received” (as defined by Section 251(h)(6) of the DGCL) in the Offer and not properly withdrawn prior to the Expiration Time that number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), represents a majority of the shares of Company Common Stock then outstanding (the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with its terms (the “Termination Condition”) and (iii) the satisfaction, or waiver (to the extent such waiver is permitted by Applicable Law and this Agreement) by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit B (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction, or waiver by Merger Sub in accordance with the terms of this Agreement, of the Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) (i) at or as promptly as practicable following the Expiration Time (in any event, no later than the Business Day immediately following the date on which the Expiration Time occurs), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and (ii) at or as promptly as practicable following the Expiration Time (and, in any event, no later than the Business Day immediately following the date on which the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to the depositary for the Offer) for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The Parties agree that the Offer and Merger Sub’s obligation to accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with the foregoing are not, and shall not be, subject to any condition other than the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Offer Conditions. Merger Sub expressly reserve reserves the right (in its sole discretion) to (i) increase the Offer Price or to Price, (ii) waive any Offer Conditions (other than the Minimum Condition and the Termination Condition) and (iii) make any other changes in to the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that except with without the prior written approval consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to: (iA) decrease the Offer Price, (iiB) change the form of consideration payable in the Offer, (iiiC) reduce the maximum number of Shares or Preferred Shares sought shares of Company Common Stock to be purchased in the Offer, (ivD) amend, modify or waive the Minimum Condition or the Termination Condition, (vE) add any condition to the Offer, make any Offer Condition more difficult to satisfy or otherwise modify any Offer Condition in a manner that would delay consummation of the Offer, (F) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act, (G) reduce the time period during which the Offer shall remain open, (H) extend the Expiration Time other than in accordance with this Agreement or (I) modify, supplement or amend any other term or condition of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares Company Common Stock (other than Parent, Merger Sub and their respective Affiliates) or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred SharesCompany. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer business days (determined using calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such date and time, the “Initial Expiration DateTime”) or), or if the Initial Expiration Date Time has been extended in accordance with this Agreement, on the date and time to which the Offer has been so extended (the Initial Expiration DateTime, or such later time and date and time to which the Initial Expiration Date Time has been extended in accordance with this Agreement, the “Expiration DateTime”). (e) If on Parent and Merger Sub agree that, if as of any then scheduled Expiration DateTime, any of the conditions to Offer Conditions is not satisfied (other than the Offer (including the Minimum Condition and the other conditions and requirements condition set forth in Annex Iclause (b)(v) have not been of Exhibit B, which by its nature is to be satisfied or waived by at the Expiration Time) or, in Merger Sub’s sole discretion, waived (if such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of time of up to ten five business days each (10for this purpose, calculated in accordance with Rule 14d-1(g)(3) Business Days each, under the Exchange Act) (or such longer period as the Parties may be agreed between Merger Sub and the Company, agree in writing) in order to permit the satisfaction of such conditions; providedprovided that, howeverif at any scheduled Expiration Time, that the only unsatisfied Offer Condition (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) is the Minimum Condition, (i) Merger Sub shall not be required to extend the Offer for more than a total of twenty (20) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) if prior to any scheduled Expiration Time on or after such twentieth (20th) business day referred to in the foregoing clause (i) of this proviso, Merger Sub has received from the Company a written notice of the Company’s election that Merger Sub not so extend the Offer, Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer beyond such scheduled Expiration Time. Notwithstanding anything to the Outside contrary in the foregoing, (A) Merger Sub shall not be required to, and without the Company’s prior written consent shall not (and Parent shall not permit Merger Sub to), extend the Offer to a date later than the Termination Date. The “Outside Date” , (B) Merger Sub shall be June 20not (and Parent shall not permit Merger Sub to), 2020. In additionwithout the Company’s prior written consent, extend the Offer if all Offer Conditions have been satisfied and (C) Merger Sub shall extend the Offer for any period or periods required by applicable Law or Applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or the Nasdaq Global Select Market. (f) Merger Sub shall not (and Parent shall not permit Merger Sub to) terminate the Offer prior to any scheduled Expiration Date Time without the prior written consent of the Company, except if this Agreement has been is validly terminated in accordance with pursuant to Article 7IX. If this Agreement is validly terminated in accordance with pursuant to Article 7IX, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), one business day) irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares shares of Company Common Stock pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is validly terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Applicable Law, all tendered Shares and Preferred Shares shares of Company Common Stock to the registered holders thereof and thereof. (g) Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase all shares of Company Common Stock that Merger Sub shall not (becomes obligated to purchase pursuant to the Offer, and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerperform, on a timely basis, all of Merger Sub’s obligations under this Agreement. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, include as exhibits, exhibits (without limitation) the Offer to Purchase, a form of letter of transmittal and transmittal, a form of summary advertisement and a form of notice of guaranteed delivery (collectivelythe Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments, amendments and supplements and exhibits thereto, being referred to herein as the “Offer Documents”). The Company shall promptly furnish all information concerning the Company and its Affiliates to Parent as may be reasonably requested by Parent to be included therein. Parent and Merger Sub agree to shall promptly cause the Offer Documents to be disseminated to holders of Shares and Preferred SharesCompany Common Stock, as and to the extent required by federal securities all Applicable Laws, including the Exchange Act. If, prior to the Acceptance Time, any event occurs with respect to Parent or any Affiliate of Parent, or any change occurs with respect to other information included by Parent in the Offer Documents (other than information supplied the Company for inclusion therein), on the one hand, or any event occurs with respect to the Company or any Subsidiary of the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Offer Documents, on the other hand, upon becoming aware of such information Parent or the Company, as applicable, shall promptly notify the other of such event and shall cooperate with the other in the prompt filing with the SEC of any necessary amendment or supplement to the Offer Documents and, as required by Applicable Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Offer Documents and shall provide the Company with copies of all correspondence between Parent and Merger Subits respective Representatives, on the one hand, and the CompanySEC, on the other hand, agree . Parent shall use its reasonable best efforts to respond as promptly notify as reasonably practicable to any comments from the other party and correct any information provided by it for use in SEC with respect to the Offer Documents. Notwithstanding the foregoing, if prior to filing or mailing the Offer Documents (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent shall (i) provide the Company with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) consider in good faith all comments reasonably proposed by the Company and (iii) not file or mail such document or respond to the extent that it SEC prior to receiving the approval of the Company, which approval shall have become false not be unreasonably withheld, delayed or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause conditioned. Without limiting the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendationforegoing, the Company and its counsel shall be given a reasonable opportunity have the right to review the Schedule TO participate with Parent and the Offer Documents before they are filed Merger Sub or their counsel in any discussions or meetings with the SEC related to the Offer, the Merger or the other Contemplated Transactions to the extent such participation is not prohibited by the SEC, and . Parent and Merger Sub shall give due consideration also take any other action (other than qualifying to do business in any additions, deletions jurisdiction in which it is not now so qualified) required to be taken under the Exchange Act or changes suggested thereto by any applicable foreign or state securities laws and the Company rules and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel regulations thereunder in connection with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses theretothe Merger. The Company and its counsel Parent shall be given a reasonable opportunity to review responsible for 100% of the fees, costs and expenses (except for the fees, costs and expenses of the Company’s advisors), including any such responses filing fees, associated with the preparation, filing and Parent and Merger Sub shall give due consideration to mailing of the reasonable additions, deletions or changes suggested thereto by the Company and its counselOffer Documents.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7On or prior to August 30, as promptly as practicable after the date hereof (but in no event later than January 13, 2020)2013, Merger Sub shall (and Parent shall cause Merger Sub to) commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b”)) at the Share Offer Price Offer. (b) The obligation and (ii) Preferred Shares at the Preferred Share Offer Price. right of Merger Sub shall, and Parent shall cause Merger Sub to, to accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, any shares of Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer, Offer shall be subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn validly withdrawn) prior to the any then scheduled Expiration Date Time that number of Shares and Preferred Shares thatshares of Common Stock which, together with the number of Shares and Preferred Shares (if any) then shares beneficially owned by the ParentParent or Merger Sub, equals represents at least a majority of the voting power represented by Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the Shares conversion or exercise price, the vesting schedule or other terms and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designationsconditions thereof)) that are then issued and outstanding (the “Minimum Condition”); , and (bii) the satisfaction, or waiver by Parent or Merger SubSub (to the extent permitted hereby), of the other conditions and requirements set forth in Annex I. Exhibit A (b) On or prior to together with the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to Minimum Condition, the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer“Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex IOffer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares shares of Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DateTime. The conditions to the Offer set forth in Exhibit A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.01. The Offer Price payable in respect of each Share and Preferred Share, as applicable, share of Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject pursuant to the conditions set forth in this AgreementSection 4.02(i). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes includes the terms and conditions of the Offer as set forth in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Offer Conditions. Parent and Merger Sub expressly reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) decrease reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the Offer Price, (iiiii) 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 the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, Offer or (iiivii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) otherwise amend, modify or waive the Minimum Condition, (v) amend supplement any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in to any material respect to shareholder of the holders of Shares or Preferred SharesCompany. (d) Unless extended in accordance with the terms of this Agreement, the The Offer shall expire at one minute after 11:59 p.m. midnight (New York City City, New York time) on the date that is twenty (20) 20 Business Days following the commencement (within the meaning of the Offer (determined using Rule 14d-1(g)(3) promulgated 14d-2 under the Exchange Act) of the Offer (such date and time, the “Initial Expiration DateTime”) or, if in the event the Initial Expiration Date Time has been extended in accordance with pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration DateTime, or such later date and time to which the Initial Expiration Date Time has been extended in accordance with pursuant to this Agreement, is referred to as the “Expiration DateTime”). (e) If Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration DateTime, any all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex IOffer Conditions) have not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, then Merger Sub shall (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, each (or such longer period as may of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be agreed between Merger Sub and the Companydetermined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; providedand (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 actually been received by Merger Sub or Parent, however, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (or Alternative Financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger shall be available at the Offer Closing on the terms set forth in the Debt Financing Letter and subject only to the satisfaction of the Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); and (iii) Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” (and Parent shall be June 20, 2020. In addition, cause Merger Sub shall to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC Securities and Exchange Commission or its staffstaff (the “SEC”); provided, however, that, in any case in this Section 1.01(e), Merger Sub shall not be required to extend the Offer beyond November 29, 2013 (the “Outside Date”) and shall not be permitted to extend the Offer beyond the Outside Date without the Company’s consent. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 4.02(i)) all shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” 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 Date Time without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If the event that this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto9. If the Offer is terminated or withdrawn by Merger SubSub in accordance with the terms of this Agreement, or if this Agreement is terminated pursuant to Article 9, prior to the Acceptance Timeacceptance for payment of the Common Stock tendered in the Offer, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares Common Stock to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement advertisement, if any (collectivelysuch Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments, amendments and supplements and exhibits 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 holders the shareholders of Shares and Preferred Sharesthe Company, in each case as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any material information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees further agree to take all steps necessary to cause the Offer Documents, as so correctedcorrected (if applicable), to be filed with the SEC and disseminated to holders the shareholders of Shares and Preferred Sharesthe Company, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration 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 additions, deletions or changes suggested thereto by comments of the Company and its counsel. In addition, except following a Change of Board RecommendationSEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any and comment on such responses Offer Documents or response, and Parent and Merger Sub shall give due reasonable consideration to any such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the reasonable additionsfunds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, deletions or changes suggested thereto by and pay for, pursuant to the Company and its counselOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable (and in any event within seven Business Days) after the date hereof (but in no event later than January 13hereof, 2020), Merger Sub the Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred outstanding Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then owned of record by Parent or the ParentPurchaser or with respect to which Parent or the Purchaser otherwise has, equals directly or indirectly, sole voting power, represents at least a majority of the voting power represented by Shares then outstanding (determined on a fully diluted basis assuming conversion or exercise of all derivative securities regardless of the Shares conversion or exercise price, the vesting schedule or other terms and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designationsconditions thereof) that are then issued and outstanding (the “Minimum Condition”); and (bii) the satisfaction, or waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth herein and in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth herein and in Annex I, Merger Sub the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DatePurchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub the Purchaser expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with unless otherwise contemplated by this Agreement or as previously approved by the prior written approval of Company in writing, the Company, Merger Sub Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate extend the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer Date in a manner adverse other than in any material respect to the holders of Shares or Preferred Sharesaccordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. midnight (New York City time) on the date that is twenty (20) 20 Business Days following from and including the date of the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then at the scheduled Expiration Date, any all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth herein and in Annex I) have not been satisfied satisfied, or waived by Merger SubParent or the Purchaser, Merger Sub and if this Agreement shall not have been terminated in accordance with Article 7, the Purchaser may (in its sole discretion, without consent of the Company) and, to the extent requested by the Company in writing prior to such scheduled Expiration Date, shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer for successive periods of up to ten (10) 20 Business Days each, or the length of each such longer period as may to be agreed between Merger Sub and the Companydetermined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub the Purchaser shall not be required to extend the Offer if any condition to the Offer has not been satisfied on or prior to May 22, 2013 (the “Outside Date”), beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub if this Agreement shall not have been terminated in accordance with Article 7, the Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC U.S. Securities and Exchange Commission (the “SEC”) or its staff. (f) Merger Sub Notwithstanding the foregoing, if necessary to obtain sufficient Shares (including Shares issuable upon the exercise of the Top-Up Option) to reach the Short Form Threshold, the Purchaser may, in its sole discretion (and Parent may cause the Purchaser to), provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to 10 Business Days, the length of the initial “subsequent offering period” and each extension thereof to be determined by the Purchaser in its sole discretion. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period”. The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with pursuant to Article 7. If this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) promptly (and in any event within 24 hours following of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Merger Subthe Purchaser, or this Agreement is terminated prior to the Acceptance Timepurchase of Shares in the Offer, Merger Sub the Purchaser shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. The Company shall promptly provide Parent and Merger Subthe Purchaser in writing, for inclusion in the Offer Documents, all information concerning the Company that is required under the Exchange Act to be included in the Offer Documents. Parent and the Purchaser, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub the Purchaser shall give due consideration to any the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Merger Sub Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses written responses, and Parent and Merger Sub the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as promptly as practicable after Section 7.1 and none of the date hereof events set forth in Annex A hereto shall have occurred and be continuing (but in no event later than January 13, 2020and shall not have been waived by Purchaser or Merger Sub), 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, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act, ”)) the Offer to purchase for cash any as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days from the date of this Agreement, and all the Offer shall remain open at least twenty (i20) Shares business days (other than Shares to be cancelled as defined in accordance with Section 2.1(bRule 14d-1(g)(3) of the Exchange Act) from commencement of the Offer (the “Initial Expiration Date”)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. The obligation of Merger Sub shall, and Parent shall cause Merger Sub to, to accept for payment, purchase payment and to pay for all any Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant prior to the Offer, expiration of the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only toto the satisfaction or the waiver by Purchaser or Merger Sub of the following conditions: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date expiration of the Offer (x) that number of Shares and Preferred Shares thatshares of Common Stock which, together with the number any shares of Shares and Preferred Shares (if any) Common Stock then owned by Purchaser or Merger Sub (without giving effect to shares subject to purchase under the ParentStock Option Agreement or the Stockholders Agreement), equals at least a majority represents greater than 90% of the voting power represented shares of Common Stock outstanding and (y) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Convertible Preferred Stock which, together with any shares of Convertible Preferred Stock then owned by Purchaser or Merger Sub (without giving effect to shares subject to purchase under the Shares and Stock Option Agreement the Stockholders Agreement), represents 100% of the Convertible Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and Stock outstanding (clauses (x) and (y) together, the “Minimum Condition”); and (bii) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the OfferA hereto. Subject to the prior satisfaction or waiver by Purchaser or Merger Sub of the Minimum Condition and the satisfaction, or waiver by Merger Sub, other conditions of the other conditions and requirements Offer set forth in Annex IA hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DateOffer. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes contains the terms and conditions of the Offer set forth in accordance with applicable Law and this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub A hereto. Purchaser expressly reserve reserves the right to waive any of such conditions, to increase either or both of the Offer Price or Prices and to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not, and Purchaser shall cause Merger Sub not (i) to, decrease either of the Offer PricePrices, (ii) change the form of consideration payable in the Offer, (iii) reduce decrease the maximum number of Shares or Preferred Shares sought in the offer, impose additional conditions to be purchased in the Offer, (iv) amendextend the Offer beyond the Initial Expiration Date except as set forth below, modify or waive the Minimum Condition, (v) amend any other condition of the other conditions to the Offer set forth in Annex I in a any manner adverse to the holders of Shares or Preferred the Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date each case without the prior written consent of the Company (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, except if this Agreement has been terminated (i) if, at any scheduled expiration of the Offer any of the conditions to Merger Sub’s obligation to accept Shares for payment shall not be satisfied or waived, extend the Offer beyond the Initial Expiration Date for a time period reasonably necessary to permit such condition to be satisfied, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (“SEC”), or the staff thereof, applicable to the Offer. Merger Sub may, without the consent of the Company, extend the Offer in accordance with Article 7Rule 14d-11 under the Exchange Act. If this Agreement is terminated in accordance with Article 7In addition, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate either or both of the Offer Prices may be increased and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior may be extended to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to returnextent required by law in connection with such increase, in accordance with applicable Law, all tendered Shares and Preferred Shares to each case without the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to consent of the OfferCompany. (gb) As soon promptly as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule TO”)) with respect to the Offer. The Schedule TO shall include, as exhibits, contain or incorporate by reference an offer to purchase (the “Offer to Purchase, a form ”) and forms of the related letter of transmittal and a form of summary advertisement all other ancillary Offer documents (collectively, together with any amendments, all amendments and supplements and exhibits thereto, the “Offer Documents”). Parent Purchaser and Merger Sub agree to shall cause the Offer Documents to be disseminated to the holders of the Shares and Preferred Shares, as and to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Parent Purchaser and Merger Sub, on the one hand, and the Company, on the other hand, agree to will promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Sub agrees to will cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred the Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO and the Offer Documents before they are it is filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent Purchaser and Merger Sub shall agree to provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Purchaser or Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, comments and any written or oral responses thereto. The to consult with the Company and its counsel shall be given a reasonable opportunity prior to review responding to any such responses and Parent comments. (c) Purchaser and Merger Sub shall give due consideration will file with the Commissioner of Commerce of the State of Minnesota and disseminate to the reasonable additions, deletions or changes suggested thereto by shareholders of the Company and its counselany registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable (and in any event within ten Business Days after the date hereof (but in no event later than January 13, 2020hereof), Merger Sub the Purchaser shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred outstanding Shares at the Preferred Share Offer Price. Merger Sub shallThe consummation of the Offer, and Parent shall cause Merger Sub to, the obligation of the Purchaser to accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, shall be subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then owned of record by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the ParentPurchaser, equals or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power represented by of the Shares and Preferred Shares (voting on an as-converted basis in accordance with shares of capital stock of the Certificate of Designations) that are Company then issued and outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”); ) and (bii) the satisfaction, or waiver by Merger Subthe Purchaser, of the other conditions and requirements set forth in Annex I.I. The conditions and requirements to the Offer set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser in its reasonable judgment regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Subthe Purchaser, of the other conditions and requirements set forth in Annex I, Merger Sub the Purchaser shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Datepromptly. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law. To the extent any such amounts are so withheld, on the terms and subject such amounts shall be treated for all purposes under this Agreement as having been paid to the conditions set forth in this AgreementPerson to whom such amounts would otherwise have been paid. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub The Purchaser expressly reserve reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with unless otherwise contemplated by this Agreement or as previously approved by the prior written approval of Company in writing, the Company, Merger Sub Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner materially adverse to the holders of Shares or Preferred Shares, (vi) impose conditions extend the Expiration Date in a manner other than in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect Price shall provide to the holders of Shares or Preferred Sharesthe same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. 12:00 midnight (New York City time) on the date that is twenty (20) 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (determined using within the meaning of Rule 14d-1(g)(3) promulgated 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, any all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or satisfied, or, where permitted by applicable Law and this Agreement, waived by Merger Subthe Purchaser, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to ten (10) 20 Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit until the satisfaction or, where permitted by applicable Law and this Agreement, waiver by the Purchaser of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC United States Securities and Exchange Commission (the “SEC”) or its staff. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to extend the Offer for any reason beyond April 30, 2012 (the “Outside Date”); provided however that if, as of such date, all conditions set forth in Annex I have been satisfied other than either (i) obtaining the Required Governmental Approval or (ii) both obtaining the Required Governmental Approval and satisfying the Minimum Condition, then either Parent or the Company may, in its sole discretion and pursuant to written notice to the other party no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for up to (but no more than) two successive 30 calendar day periods starting on May 1, 2012 (each such extension to be 30 days and, thereafter, the last date of each such additional thirty-day period shall for all purposes of this Agreement be the “Outside Date”) solely to satisfy such condition(s); provided further that in no event shall the Outside Date, as it may be extended pursuant to this Section 1.1(e), extend past June 30, 2012. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to Article 7 hereof. (f) Merger Sub If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to the exercise of the Top-Up Option), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to 20 Business Days. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with pursuant to Article 7. If this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours no later than the end of the next Business Day following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Merger Subthe Purchaser, or this Agreement is terminated prior to the Acceptance Timepurchase of Shares in the Offer, Merger Sub the Purchaser shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. The Company shall promptly furnish to Parent and Merger Subthe Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Schedule TO and the Offer Documents. The Purchaser, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub the Purchaser agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub the Purchaser shall give due consideration to any the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Merger Sub the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and Merger Sub the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that (i) none of the events set forth in paragraphs (b) and (d) of Annex I to this Agreement shall have occurred and be existing, (ii) the Company shall have complied with its obligations under Section 2.03(c) and Section 2.03(d) and (iii) this Agreement shall not have previously been validly terminated in accordance with Article 7Section 10.01, as promptly as practicable after the date hereof (reasonably practicable, but in no event later than January 13twelve (12) business days (as defined in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the date of this Agreement, 2020), Merger Sub shall (and Parent shall cause Merger Sub Purchaser to, and Purchaser shall, commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) commencethe Offer for all of the outstanding Company Common Shares (other than Company Common Shares described in Section 4.01(a)) for a price per Company Common Share equal to the Offer Price (as adjusted as provided in Section 2.01(f)). The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 promulgated under the Exchange Act, is referred to in this Agreement as the “Offer to purchase for cash any and all Commencement Date”. (b) As promptly as practicable on the later of: (i) the earliest date as of which Purchaser is permitted under applicable Law to accept for payment Company Common Shares (other than Shares tendered pursuant to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share earliest date as of which each of the conditions set forth in Annex I (the “Offer Price. Merger Sub shallConditions”) shall have been satisfied or waived, Purchaser shall (and Parent shall cause Merger Sub Purchaser to), except as contemplated by Section 2.01(d)(iv), accept for payment, purchase and pay for payment all Company Common Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number validly withdrawn). The obligation of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated Purchaser to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Company Common Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid subject only to the seller in cash, without interest, satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any withholding other conditions). Promptly after the acceptance for payment of Taxes required by applicable Law, on the terms and subject any Company Common Shares tendered pursuant to the conditions set forth in this AgreementOffer, Purchaser shall pay for such Company Common Shares. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub Purchaser expressly reserve the right to increase the Offer Price Price, waive any Offer Condition or to make amend, modify or supplement any other changes in of the Offer Conditions or terms and conditions of the Offer; provided. Notwithstanding anything to the contrary contained in this Agreement, however, that except with neither Parent nor Purchaser shall (without the prior written approval consent of the Company, Merger Sub shall not ): (i) change or waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Common Shares sought to be purchased by Purchaser in the Offer; (iii) reduce the Offer Price, ; (iiiv) extend or otherwise change the expiration date of the Offer (except to the extent permitted or required pursuant to Section 2.01(d)); (v) change the form of consideration payable in the Offer, ; or (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (ivvi) amend, modify or waive the Minimum Condition, (v) amend supplement any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares Conditions or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect that adversely affects, or would reasonably be expected to adversely affect, the holders of Shares or Preferred Company Common Shares. (d) Unless extended as provided 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 (the “Initial Expiration Date”) that is twenty (20) Business Days following the commencement of the Offer business days (determined using calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange ActAct ) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which after the Offer has been so extended Commencement Date. Notwithstanding the foregoing, (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (ei) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub Purchaser shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods any period required by any rule, regulation, interpretation or position of up the SEC or its staff or Nasdaq that is applicable to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditionsOffer; provided, however, that Merger Sub in no event shall not Purchaser be required to extend the Offer beyond the Outside Date. The , (ii) if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire (an “Outside Extended Expiration Date” shall be June 20”), 2020. In additionthe Minimum Condition or the Regulatory Condition is not satisfied, Merger Sub then, to the extent requested in writing by the Company no less than two (2) business days prior to the applicable expiration date, Purchaser shall extend the Offer for one or more periods ending no later than the Outside Date, to permit either of such Offer Conditions to be satisfied; provided, that no individual extension shall be for a period of more than ten (10) business days and, provided further that Purchaser shall not be required to extend the Offer under this clause (ii) to a date beyond the date which is twenty (20) business days after the date on which the Regulatory Condition is satisfied, (iii) if, on the Initial Expiration Date or any Extended Expiration Date, any Offer Condition is not satisfied and this Agreement has not been terminated in accordance with its terms, Purchaser may, in its discretion, extend the Offer for one or more periods, (iv) if the Company shall have requested in writing no less than two (2) business days prior to the Initial Expiration Date, Purchaser shall extend the Offer for the period of time stated in the Company’s written request (which period shall not exceed ten (10) business days beyond the Initial Expiration Date) notwithstanding the satisfaction or periods required by applicable Law or applicable rules, regulations, interpretations or positions waiver of all of the SEC Offer Conditions on or prior to the Initial Expiration Date and (v) Purchaser may, in its staffdiscretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 promulgated under the Exchange Act following the Acceptance Time, and, if immediately following the Acceptance Time, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% but less than 90% of the Company Common Shares outstanding at that time (which shares beneficially owned shall include shares tendered in the Offer and not withdrawn), to the extent reasonably requested by the Company, Purchaser shall provide for a subsequent offering period of at least ten (10) business days. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Purchaser to, and Purchaser shall, accept for payment and pay for all Company Common Shares validly tendered and not withdrawn during such subsequent offering period as promptly as practicable after any such Company Common Shares are tendered during such subsequent offering period and in any event in compliance with Rule 14e-1(c) promulgated under the Exchange Act. (e) The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Agreement), but only if this Agreement is validly terminated in accordance with Section 10.01. (f) Merger Sub The Offer Price shall not terminate be adjusted to the Offer prior extent appropriate to reflect the effect of any scheduled Expiration Date without stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Shares occurring or having a record date on or after the prior written consent date of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall payment by Purchaser for the Company Common Shares; provided that this subsection (and the Parent shall cause Merger Sub tof) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not toaffect or supersede the provisions of Section 5.01(b) accept any Shares or Preferred Shares pursuant to the Offerhereof. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable (and in any event no later than October 14, 2008) after the date hereof (but in no event later than January 13hereof, 2020), Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred outstanding Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then owned of record by Parent or the ParentPurchaser or with respect to which Parent or the Purchaser otherwise has, equals directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power represented by of the Shares and Preferred Shares (voting on an as-converted basis in accordance with shares of capital stock of the Certificate of Designations) that are Company then issued and outstanding (determined on a fully diluted basis) and entitled to vote in the election of directors or upon the adoption of this Agreement and approval of the Merger (collectively, the “Minimum Condition”); and (bii) the satisfactionsatisfaction or, to the extent waivable by Parent or the Purchaser, waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfactionsatisfaction or, to the extent waivable by Parent or the Purchaser, waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth in Annex I, Merger Sub the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DatePurchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller holder of such Share in cash, without interest, subject to any withholding of Taxes required by applicable LawLaw in accordance with Section 2.2(e). In circumstances in which the stockholders of the Company do not have the right to seek remedies at law or equity, on the obligations of Parent and the Purchaser under this Agreement are material to the Company’s execution of this Agreement and any failure by Parent or the Purchaser to comply with the terms of this Agreement shall enable the Company to seek all remedies available at law or equity to it and subject to on behalf of the conditions set forth in this Agreementstockholders. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including without limitation the Minimum Condition and the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub the Purchaser expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with unless previously approved by the prior written approval of Company in writing, the Company, Merger Sub Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner materially adverse to the holders of Shares or Preferred Shares, or (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of extend the Offer in a manner adverse other than in any material respect to the holders of Shares or Preferred Sharesaccordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. 12:00 midnight (New York City time) on the date that is twenty the later of (20i) 20 Business Days following the commencement of the Offer or (determined using Rule 14d-1(g)(3ii) promulgated under 45 calendar days following the Exchange Act) first public announcement of this Agreement by Parent (such date and timein either case, the “Initial Expiration Date”) or, if the Initial Expiration Date Offer has been extended in accordance with this Agreement, at the time and date and time to which the Offer has been so extended (the Initial Expiration Date, or such later time and date and time to which the Initial Expiration Date Offer has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, any all of the conditions to the Offer (including without limitation the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or, to the extent waivable by the Parent or the Purchaser pursuant to this Agreement, waived by Merger SubParent or the Purchaser, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer for successive periods of up to ten (10) 20 Business Days each, or the length of each such longer period as may to be agreed between Merger Sub and determined by the CompanyPurchaser in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub the Purchaser shall not be required to extend the Offer beyond the Outside Date; provided, further, that the Purchaser shall not be required to extend the Offer after the Company delivers or is required to deliver to Parent a notice with respect to an Acquisition Proposal that has been received by the Company, the Company Subsidiaries, or any Company Representative, in accordance with Section 5.4(c), except to the extent that prior to the expiration of the Offer the Acquisition Proposal giving rise to such notice has been withdrawn or the Company Board has rejected the Acquisition Proposal giving rise to such notice and, in each case, the Company Board has reconfirmed the Company Board Recommendation and the withdrawal or rejection of such Acquisition Proposal, and the reconfirmation of the Company Board Recommendation, has been publicly announced by the Company. The “Outside Date” shall be June 20December 31, 20202008 (the “Initial Outside Date”); provided, however that if all of the conditions to the Offer (other than either or both of the HSR Condition or the Governmental Approval Condition, and regardless of whether the Minimum Condition is then satisfied) have been satisfied or, to the extent waivable by Parent or the Purchaser, waived by Parent and the Purchaser, as of the Initial Outside Date, the Outside Date shall be March 31, 2009 (the “Extended Outside Date”). In addition, Merger Sub the Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC U.S. Securities and Exchange Commission (the “SEC”) or its staff. (f) Merger Sub If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to Shares issuable upon the exercise of the Top-Up Option or Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period”. The Offer Documents shall provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with pursuant to Article 7. If this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) promptly (and in any event within 24 hours following of such termination), irrevocably and unconditionally ) terminate the Offer and shall not acquire any Shares or Preferred the Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Subthe Purchaser, or this Agreement is terminated prior to the Acceptance Timepurchase of Shares in the Offer, Merger Sub the Purchaser shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Shares and Preferred Shares that have not then been purchased in the Offer to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub the Purchaser shall give due consideration to any the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Merger Sub Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and Merger Sub the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7IX, as promptly as practicable after the date hereof (but in no event later than January 13, 2020)hereof, Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding tender offer (the “Minimum ConditionOffer”); and (b) the satisfaction, or waiver by Merger Sub, to purchase all of the other conditions and requirements set forth in Annex I. (b) On or prior outstanding shares of Company Common Stock at a price per share equal to the date that Merger Sub becomes obligated $9.40 net to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interestinterest (such amount or any higher amount per share of Company Common Stock paid pursuant to the Offer in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes required by applicable Lawin accordance with Section 3.01(h), on the terms and subject to the conditions set forth in this Agreement. The consummation of the Offer, and the obligation of Merger Sub to accept for payment and pay for any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, shall be subject only to: (i) there being validly tendered and “received” (as defined by Section 251(h)(6) of the DGCL) in the Offer and not properly withdrawn prior to the Expiration Time that number of shares of Company Common Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), represents fifty-one percent (51%) of the shares of Company Common Stock then outstanding (the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with its terms (the “Termination Condition”) and (iii) the satisfaction, or waiver (to the extent such waiver is permitted by Applicable Law and this Agreement) by Parent or Merger Sub, of the other conditions and requirements set forth in Exhibit B (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction, or waiver by Merger Sub in accordance with the terms of this Agreement, of the Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) (i) at or as promptly as practicable following the Expiration Time (in any event, no later than the second Business Day immediately following the date on which the Expiration Time occurs), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and (ii) at or as promptly as practicable following the Expiration Time (in any event, no later than the third Business Day immediately following the date on which the Expiration Time occurs), pay the aggregate Offer Price (by delivery of funds to the depositary for the Offer) for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The Parties agree that the Offer and Merger Sub’s obligation to accept for payment and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with the foregoing are not, and shall not be, subject to any condition other than the Offer Conditions. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Offer Conditions. Merger Sub expressly reserve reserves the right (in its sole discretion) to (i) increase the Offer Price or to Price, (ii) waive any Offer Conditions (other than the Minimum Condition, the Termination Condition and the Antitrust Condition) and (iii) make any other changes in to the terms and conditions of the OfferOffer not inconsistent with the terms of this Agreement; provided, however, that except with (unless otherwise provided by this Agreement) without the prior written approval consent of the Company, Merger Sub shall not (and Parent shall cause Merger Sub not to) (i) decrease reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iiiii) change, modify or waive the Termination Condition, the Minimum Condition or the Antitrust Condition, (iv) add to the conditions set forth in Exhibit B or modify or change any Offer Condition in a manner adverse in any material respect to any holders of Company Common Stock of the Company, (v) except as otherwise provided in this Section 2.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, Offer or (iiivii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) otherwise amend, modify or waive the Minimum Condition, (v) amend supplement any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the any holders of Shares or Preferred SharesCompany Common Stock of the Company. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer business days (determined using calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such date and time, the “Initial Expiration DateTime”) or), or if the Initial Expiration Date Time has been extended in accordance with this Agreement, on the date and time to which the Offer has been so extended (the Initial Expiration DateTime, or such later time and date and time to which the Initial Expiration Date Time has been extended in accordance with this Agreement, the “Expiration DateTime”). (e) If on Parent and Merger Sub agree that, if as of any then scheduled Expiration DateTime, any of the conditions to Offer Conditions is not satisfied (other than the Offer (including the Minimum Condition and the other conditions and requirements condition set forth in Annex Iclause (b)(v) have not been of Exhibit B, which by its nature is to be satisfied or waived by at the Expiration Time) or, in Merger Sub’s sole discretion, waived (if such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of time of up to ten five (105) Business Days eachbusiness days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (or such longer period as the Parties may be agreed between Merger Sub and the Company, agree in writing) in order to permit the satisfaction of such conditions; providedprovided that, howeverif at any scheduled Expiration Time, that the only unsatisfied Offer Condition (other than the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) is the Minimum Condition, (i) Merger Sub shall not be required to extend the Offer for more than a total of twenty (20) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) if prior to any scheduled Expiration Time on or after such twentieth (20th) business day referred to in the foregoing clause (i) of this proviso, Merger Sub has received from the Company a written notice of the Company’s election that Merger Sub not so extend the Offer, Merger Sub shall not (and Parent shall not permit Merger Sub to) extend the Offer beyond such scheduled Expiration Time. Notwithstanding anything to the Outside contrary in the foregoing, (A) Merger Sub shall not be required to, and without the Company’s prior written consent shall not (and Parent shall not permit Merger Sub to), extend the Offer to a date later than the Termination Date. The “Outside Date” , (B) Merger Sub shall be June 20, 2020. In addition, not (and Parent shall not permit Merger Sub to) extend the Offer if all Offer Conditions have been satisfied and (C) Merger Sub shall extend the Offer for any period or periods required by applicable Law or Applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or the New York Stock Exchange. In addition, notwithstanding anything in this Agreement to the contrary, (1) Merger Sub may from time to time, in its sole discretion, without the consent of the Company, extend the Offer on up to three (3) separate occasions for ten (10) business days each (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act), if, as of any scheduled Expiration Time, (x) Parent and Merger Sub shall have waived the Funding Condition, (y) all of the other Offer Conditions (other than the Minimum Condition and the condition set forth in clause (b)(v) of Exhibit B, which by its nature is to be satisfied at the Expiration Time) have been satisfied or, in Merger Sub’s sole discretion, waived (to the extent such Offer Condition is permitted to be waived pursuant to this Agreement and Applicable Law) at such time and (z) the proceeds of the Financing have not actually been received by Merger Sub or TopCo Parent (either directly or through any of TopCo Parent’s Subsidiaries) and the Financing Sources have not unconditionally and irrevocably confirmed in writing to TopCo Parent, Parent or Merger Sub that all of the Financing will be available at the Offer Closing on the terms and conditions set forth in the Financing Letters, and (2) if the Funding Condition has been satisfied or waived by Parent and Merger Sub, then Merger Sub shall, if required by the Exchange Act, cause the Offer to be extended for a period of five (5) business days (for this purpose, calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act). (f) Merger Sub shall not (and Parent shall cause Merger Sub not to) terminate the Offer prior to any scheduled Expiration Date Time without the prior written consent of the Company, except if this Agreement has been is validly terminated in accordance with pursuant to Article 7IX. If this Agreement is validly terminated in accordance with pursuant to Article 7IX, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), one (1) business day) irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares shares of Company Common Stock pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is validly terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Applicable Law, all tendered Shares and Preferred Shares shares of Company Common Stock to the registered holders thereof and thereof. (g) Parent shall cause to be provided to Merger Sub, on a timely basis, all of the funds necessary to purchase all shares of Company Common Stock that Merger Sub shall not (becomes obligated to purchase pursuant to the Offer, and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerperform, on a timely basis, all of Merger Sub’s obligations under this Agreement. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, include as exhibits, exhibits (without limitation) the Offer to Purchase, a form of letter of transmittal and transmittal, a form of summary advertisement and a form of notice of guaranteed delivery (collectivelythe Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments, amendments and supplements and exhibits thereto, being referred to herein as the “Offer Documents”). The Company shall promptly furnish to Parent all information concerning the Company and its Affiliates required by the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of Shares and Preferred SharesCompany Common Stock, in each case as and to the extent required by federal securities all Applicable Laws, including the Exchange Act. If, prior to the Acceptance Time, any event occurs with respect to Parent and Merger Subor any Affiliate of Parent, or any change occurs with respect to other information included by Parent in the Offer Documents (other than information supplied by the Company for inclusion therein), on the one hand, and or any event occurs with respect to the Company or any Subsidiary of the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Offer Documents, on the other hand, agree to upon becoming aware of such information Parent or the Company, as applicable, shall promptly notify the other party of such event and shall cooperate with the other to promptly correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Applicable Law, . Parent and Merger Sub agrees further agree to take all steps necessary to cause the Offer Documents, as so correctedcorrected (if applicable), to be filed with the SEC and disseminated to holders the stockholders of Shares and Preferred Sharesthe Company, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Offer Documents and shall provide the Company with copies of all correspondence between Parent and its counsel respective Representatives, on the one hand, and the SEC, on the other hand. Parent shall be given a use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Offer Documents. Notwithstanding the foregoing, prior to filing or mailing the Offer Documents (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Parent shall (i) provide the Company with an opportunity to review and comment on such document or response (including the Schedule TO proposed final version of such document or response) and (ii) consider in good faith all comments reasonably proposed by the Offer Documents before they are filed with the SEC, and Company. Parent and Merger Sub shall give due consideration also take any other action (other than qualifying to do business in any additionsjurisdiction in which it is not now so qualified) required to be taken under the Exchange Act or any applicable foreign or state securities laws and the rules and regulations thereunder in connection with the Offer and the Merger. (i) For purposes of this Agreement and the Offer, deletions or changes suggested thereto unless agreed by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub Sub, any shares of Company Common Stock subject to notices of guaranteed delivery shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time be deemed not to time from the SEC or its staff with respect to the Schedule TO or be validly tendered into the Offer Documents promptly after receipt unless and until the shares underlying such notices of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity guaranteed delivery are delivered to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselSub.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7X and provided further that the Company is prepared (in accordance with Section 1.2) to file the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable after the date hereof (of this Agreement, but in no any event not later than January 135 Business Days from the date of this Agreement, 2020Merger Sub shall (and Parent shall cause Merger Sub to), if, and only if, this Agreement has been executed by the Company at or prior to 8:00 p.m., New York City time, on December 31, 2015, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) The obligation of Merger Sub to, and of Parent to cause 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 any then scheduled Expiration Time that number of Shares which, together with the Shares beneficially owned by Parent, Merger Sub or any of their respective Subsidiaries or Affiliates, represents at least a majority of the Fully Diluted Shares as of immediately prior to the Expiration Time (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth on Exhibit A (together with the Minimum Condition, 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) commence, within the meaning of Rule 14d-2 under the Exchange Act, consummate the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price its terms and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DateTime. The conditions to the Offer set forth on 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 from any obligation or liability such Party has under this Agreement) giving rise to such condition or may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to less any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this AgreementTax withholding. (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 accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not, and Parent shall not on Merger Sub’s behalf, (i) decrease reduce the Offer Pricenumber of Shares subject to the Offer, (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amendchange, modify or waive the Minimum Condition, (viv) amend any of the other conditions add to the Offer conditions set forth in Annex I on Exhibit A or modify or change any Offer Condition in a manner adverse to any shareholders of the holders of Shares Company, (v) except as otherwise provided in this Section 1.1, extend or Preferred Sharesotherwise change the Expiration Time, or (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I heretootherwise amend, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend supplement any of the other terms of the Offer in a manner adverse in to any material respect to shareholders of the holders of Shares or Preferred SharesCompany. (d) Unless Subject to the terms and conditions of this Agreement, unless the Offer is extended in accordance with this Agreement or the terms of this AgreementParties shall otherwise agree, the Offer shall expire at one minute after 11:59 p.m. (midnight, New York City time) , on the date that is twenty 20 business days (20calculated as set forth in Rule 14d-1(g)(3) Business Days under the Exchange Act) following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and or such subsequent time to which the expiration of the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been is extended in accordance with this Agreement, the “Expiration DateTime”). (e) If on any then scheduled Expiration DateSubject to the terms and conditions of this Agreement, any unless this Agreement has been terminated in accordance with Article X, (i) Merger Sub may, and at the request of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub Company shall (and Parent shall cause Merger Sub to) ), extend the Offer on one or more occasions for successive periods of up to ten (10) 20 Business Days each, or per extension (with the length of any such longer period as may extension to be agreed between determined by Merger Sub (or Parent on its behalf) in its sole discretion) up to and including the CompanyTermination Date, in order to permit the satisfaction of such conditions; provided, however, that if at any then-scheduled Expiration Time any Offer Condition has not been satisfied or waived and (ii) Merger Sub shall, and Parent shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, cause Merger Sub shall to, extend the Offer for any period or periods if required by any Law applicable Law or applicable rulesto the Offer; provided, regulationshowever, interpretations or positions of that in no event shall Merger Sub be required to, nor shall Parent be required to cause Merger Sub to, extend the SEC or its staffOffer beyond the Termination Date. (f) Following expiration of the Offer, Merger Sub (or Parent on its behalf) may, in its sole discretion, provide a subsequent offering period or one or more extensions thereof (a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act if, as of the commencement of such period, there shall not have been validly tendered (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), and not properly withdrawn pursuant to the Offer, that number of Shares necessary to permit the Merger to be effected without a meeting of shareholders of the Company in accordance with Section 321(d)(1)(ii) of the PBCL. Nothing contained in this Section 1.1 shall affect any termination rights in Article X. (g) Subject to the terms and conditions of this Agreement and the satisfaction or waiver of the Offer Conditions prior to the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, (i) promptly after the date of the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.1), accept for payment all Shares that have been validly tendered and not properly withdrawn pursuant to the Offer (such acceptance for payment of Shares following the satisfaction or waiver of the Offer Conditions as of the Expiration Time is referred to in this Agreement as the “Offer Closing”), which acceptance shall be by written notice to the Paying Agent, (ii) on the date of the Offer Closing, deposit or cause to be deposited with the Paying Agent cash in U.S. dollars sufficient to pay the aggregate Offer Price for such accepted Shares and (iii) cause the Paying Agent to pay the Offer Price (subject to any withholding of Taxes pursuant to Section 3.6) for all Shares so accepted as promptly as practicable after the Expiration Time. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. (h) Merger Sub shall not terminate the Offer prior to any then-scheduled Expiration Date Time without the prior written consent of the Company, Company except if this Agreement has been terminated in accordance with Article 7. If the event that this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. X. If the Offer is terminated or withdrawn by Merger SubSub in accordance with the terms of this Agreement, or this Agreement is terminated pursuant to Article X, prior to the Acceptance Timeacceptance for payment of the Shares tendered in the Offer, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly returnshall, and shall cause any depositary depository acting on behalf of Merger Sub to to, promptly (and in any event within three Business Days) return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gi) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, 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, Purchase and a form of letter of transmittal and a form of summary advertisement (collectivelysuch Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). The Company shall promptly furnish in writing to Parent and Merger Sub agree all information concerning the Company and its Subsidiaries that may be required by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Parent and Merger Sub shall take all steps reasonably necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders the shareholders of Shares and Preferred Sharesthe Company, in each case as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees further agree to take all steps reasonably necessary to cause the Offer Documents, as so correctedcorrected (if applicable), to be filed with the SEC and disseminated to holders the shareholders of Shares and Preferred Sharesthe Company, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration 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 additions, deletions or changes suggested thereto by comments of the Company and its counsel. In addition, except following a Change of Board RecommendationSEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any and comment on such responses Offer Documents or response, and Parent and Merger Sub shall give due reasonable and good faith consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselany such comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 7.01, as promptly as practicable after the date hereof (hereof, but in no event later than January 13, 2020)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 Exchange Act, the Offer to purchase for cash any and all (i) Shares of the outstanding shares of Company Common Stock (other than Shares to be cancelled in accordance with Section 2.1(b)Excluded Shares) at a price per share equal to the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. The consummation of the Offer, and the obligation of Merger Sub shall, and Parent shall cause Merger Sub to, to accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly any shares of Company Common Stock tendered and not properly withdrawn pursuant to the Offer, shall be subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatshares of Company Common Stock which, together with the number of Shares and Preferred Shares shares of Company Common Stock (if any) then owned by the Parent, equals at least Merger Sub or its other Subsidiaries, represents a majority of the voting power represented by total number of outstanding shares of Company Common Stock entitled to vote on the Shares and Preferred Shares matter (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (biii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I.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) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth Offer Conditions, in Annex Ieach case, as of the Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following on or promptly (within the Expiration Date, and, in any event, no more than two (2meaning of Section 14e-1(c) Business Days under the Exchange Act) after the applicable Expiration Date. The Subject to Section 2.10(h), the Offer Price payable in respect of each Share and Preferred Share, as applicable, 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, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Offer Conditions. Merger Sub expressly reserve reserves the right to increase the Offer Price or to make any other changes change in the terms and of or conditions of to the Offer; provided, however, that except with unless previously approved by the prior written approval of the CompanyCompany in writing, Parent and Merger Sub shall not not: (i) decrease the Offer PricePrice other than pursuant to Section 2.09(e), (ii) change the form of consideration payable in the Offer, (iii) reduce change the maximum number of Shares or Preferred Shares sought shares of Company Common Stock to be purchased in the Offer, (iv) amend, modify or 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 conditions to term or condition of the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred SharesCompany Common Stock. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Offer, as calculated in accordance with Rule 14d-1(g)(3) promulgated under of the Exchange Act) Act (such date time and timedate, the “Initial Expiration Date”) or, or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later time and date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on Unless this Agreement has been terminated in accordance with its terms, if as of any then scheduled Expiration Date, (i) any of the conditions to the Offer Condition (including other than the Minimum Condition and the other conditions and requirements set forth in Annex ICondition) have has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, each (or such longer period as may 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 agreed between determined by Parent in its reasonable discretion in order to permit the satisfaction of any such Offer Conditions; provided, however, that (x) in no event shall Parent or Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent and (y) Merger Sub shall be required to extend the Offer pursuant to this clause (i) only if in the reasonable discretion of Parent any such Offer Condition is capable of being satisfied on or prior to the End Date, (ii) all of the Offer Conditions (other than the Minimum Condition) have been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an extension period of ten (10) Business Days (or such longer period of up to twenty (20) Business Days if Parent so desires and the CompanyCompany consents in writing prior to such extension), in order to permit the satisfaction of such conditionsthe 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 beyond the Outside Date. The “Outside Date” shall be June 20pursuant to this clause (ii) on more than two (2) occasions, 2020. In additionbut may, in its sole and absolute discretion, elect to do so, and (iii) Merger Sub shall extend the Offer for any the minimum period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staffstaff 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 has been is terminated in accordance with Article 7pursuant to Section 7.01. If this Agreement is terminated in accordance with Article 7pursuant to Section 7.01, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares the shares of Company Common Stock pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares shares of Company Common Stock that have not then been purchased in the Offer to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (g) As soon as practicable on the date of the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Merger Sub shall 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) 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 Documents to be disseminated to all holders of shares of Company Common Stock as and to the extent required by all applicable Laws, including the Exchange Act; and (v) cause the notice referred to in Section 3-106.1(e)(1) of the MGCL (the “Maryland Short Form Merger Notice”) to be disseminated to all holders of shares of Company Common Stock with the Offer Documents. (h) The Schedule TO shall include, include as exhibits, exhibits the Offer to Purchase, a form of letter of transmittal transmittal, a form of summary advertisement, and a form of summary advertisement notice of guaranteed delivery (collectivelythe Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments, amendments and supplements and exhibits thereto, being referred to herein as the “Offer Documents”)) and the Maryland Short Form Merger Notice. Parent and Merger Sub agree to shall cause the Schedule TO and the Offer Documents to be disseminated comply as to holders form in all material respects with the requirements of Shares and Preferred Sharesapplicable Law. Subject to Section 5.02, as and the Company consents to the extent 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 federal securities Laws, including applicable Laws or reasonably requested by Parent or Merger Sub to be included in the Exchange ActSchedule 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 notify the other party and correct any information provided by it or any of its respective Representatives for use in the Offer Documents, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Merger Sub agrees agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Sharesshares of Company Common Stock, in each case, case as and to the extent required by all applicable Laws, including the Exchange Act. Except following a Change of Board Recommendation, the 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 any the reasonable additions, deletions or changes suggested thereto by the Company and its counsel(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, except following a Change of Board Recommendation, 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 provide inform them an oral summary of any oral comments, that Parent and Parent, Merger Sub or its 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 such 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 counsel(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) Provided that (i) this Agreement shall not have been terminated in accordance with Article 7its terms and (ii) the Company shall have complied with its applicable obligations under Section 1.4, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (and Parent shall use its reasonable best efforts to cause Merger Bid Sub to) commence, to commence (within the meaning of Rule 14d-2 under the Exchange Act, ) the Offer at the Offer Price as promptly as reasonably practicable, but in no event later than ten (10) Business Days following the effectiveness of the Parent Registration Statement. For the avoidance of doubt, Parent may consummate the Offer through Bid Sub, its wholly-owned Subsidiary. (b) The obligation of Bid Sub (and Parent’s obligation to purchase cause Bid Sub) to accept for cash exchange, and exchange the Offer Price for, any and all Company Common Shares tendered pursuant to the Offer shall be subject only to (i) Shares the condition that there shall be validly tendered in accordance with the terms of the Offer (other than Company Common Shares to be cancelled in accordance with Section 2.1(btendered by guaranteed delivery where actual delivery has not occurred)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant prior to the Offer, subject only to: (a) there being validly tendered in scheduled expiration of the Offer (in the aggregateas it may be extended hereunder) and not properly withdrawn prior to the Expiration Date that withdrawn, a number of Shares and Preferred Company Common Shares that, together with the number any Company Common Shares then directly or indirectly owned by Parent, Bid Sub or Merger Sub, represents at least 90% of Shares and Preferred all outstanding Company Common Shares (if any) then owned excluding shares held by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of DesignationsCompany) that are then issued and outstanding (the “Minimum Condition”); ) and (bii) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. A (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the such other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant collectively referred to the Offer herein as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to PurchaseConditions”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, ). Parent and Merger Bid Sub expressly reserve the right in their sole and absolute discretion to increase waive any of the Offer Price or Conditions (if such waiver is permitted hereunder) and to make any other changes in modify the terms and conditions of the Offer; provided, however, provided that except with unless previously approved in writing by the prior written approval of Company in the Company, Merger Sub shall not (i) decrease the Offer Price’s sole and absolute discretion, (iiA) the Minimum Condition may not be amended or waived (provided that if all the conditions in Annex A (other than the Minimum Condition and conditions that shall be satisfied on the Closing Date) have been satisfied or (if such waiver is permitted hereunder) waived, Parent may elect, in its sole and absolute discretion, to waive the Minimum Condition down to 66 2/3% of all outstanding Company Common Shares (excluding shares held by the Company)), (B) no change may be made that changes the form of consideration payable to be paid or decreases the cash per Company Common Share, the number of Company Common Shares sought in the Offer, (iii) reduce Offer or the maximum number of Parent Shares or Preferred Shares sought to per Company Common Share and (C) no change may be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I made that amends in a manner adverse to the holders of Company Common Shares (which, for the avoidance of doubt, shall not include any waiver of the Minimum Condition other than in accordance with the proviso in clause (A)), or Preferred Sharesadds to, (vi) impose conditions to the Offer Conditions, provided, that are Bid Sub may change the amount of Cash Consideration and Stock Consideration offered as contemplated by and in addition to the conditions to the Offer accordance with this Agreement and (C) except as set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(fSection 1.1(c), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Sharesmay not be extended. (dc) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (10:00 a.m., New York City time) , on the date that is twenty twenty-first (2021st) Business Days following the commencement of the Offer Day (determined using for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, after the date and time to which that the Offer has been so is commenced. Subject to the parties’ respective termination rights under Section 9.1 (if applicable), (i) if, at the scheduled or extended (expiration date of the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration DateOffer, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have has not been satisfied or waived by Merger Sub(if such waiver is permitted hereunder), Merger Bid Sub shall (and Parent shall cause Merger Bid Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, each or such longer period other number of Business Days as the parties may be agreed between Merger Sub and the Company, agree in order to permit the satisfaction of such conditions; providedOffer Conditions, however, that Merger Sub shall not be required until the earlier to extend occur of (x) the satisfaction or waiver (if such waiver is permitted hereunder) of all of the Offer beyond Conditions and (y) the Outside Date. The “Outside Date” shall End Date (as may be June 20extended pursuant to Section 9.1(c)), 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. and (fii) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Bid Sub shall (and Parent shall cause Merger Bid Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and shall not acquire Exchange Commission (the “SEC”) or its staff or the New York Stock Exchange (including any Shares or Preferred Shares pursuant thereto. If successor exchange, “NYSE”) applicable to the Offer is terminated or withdrawn any period required by Merger Subapplicable Law. Following the expiration of the Offer, Bid Sub may elect to provide one or this Agreement is terminated prior to the Acceptance Timemore subsequent offering periods (each, Merger Sub shall (and the Parent shall cause Merger Sub toa “Subsequent Offering Period”) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with Rule 14d-11 of the Exchange Act and in compliance with all other provisions of applicable Law, all . The Offer Price payable in respect of each Company Common Share validly tendered Shares and Preferred Shares not withdrawn pursuant to the registered holders Offer or validly tendered in any Subsequent Offering Period shall be paid to the holder thereof in cash and Merger Parent Shares, subject to reduction for any applicable withholding Taxes. (d) Subject to the foregoing and other applicable Law and upon the terms of and subject to the conditions of the Offer, Bid Sub shall not (and Parent shall cause Merger Bid Sub not to) accept for exchange, as promptly as permitted under applicable securities Law, and exchange and pay for, or cause to be exchanged and paid for, (after giving effect to any required withholding Tax), as promptly as practicable after the date on which Bid Sub first accepts Company Common Shares for exchange pursuant to the Offer (the date and time of such first acceptance, regardless of any Subsequent Offering Periods pursuant to Rule 14d-11 of the Exchange Act, the “Acceptance Time”), all Company Common Shares (i) validly tendered and not withdrawn pursuant to the Offer or Preferred (ii) validly tendered in any such Subsequent Offering Period. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Parent and Bid Sub expressly reserve the right to delay exchanges of Company Common Shares in order to comply in whole or in part with applicable Laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. (e) No fraction of a Parent Share shall be issued in connection with the Offer, no dividends or other distributions with respect to Parent Shares shall be payable on or with respect to any such fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu thereof, each tendering Company shareholder who would otherwise be entitled to a fractional Parent Share (after aggregating all fractional Parent Shares that otherwise would have been received by such Company shareholder) shall, upon surrender of (i) certificates registered in the name of such shareholder and representing outstanding Company Common Shares (each, a “Company Certificate”) or (ii) evidence of uncertificated shares of Company Common Shares represented by book-entry (each, a “Book-Entry Share”), in each case, be entitled to receive an amount of cash (without interest and subject to the amount of any withholding taxes as contemplated by Section 3.2(i)) rounded to the nearest whole cent determined by multiplying (i) the Acceptance Time Parent Share Price by (ii) the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that such cash payment in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (f) The Company agrees that no Company Common Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer. (g) As soon as practicable on On the date of the commencement of the Offer, Parent and Merger Bid Sub shall (and Parent shall cause Bid Sub to) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements thereto and including exhibits thereto, the “Schedule TO”). The Schedule TO ) that shall include, as exhibits, the Offer contain an offer to Purchase, a form of letter of transmittal exchange and a form of summary advertisement related letter of transmittal (collectively, together with any amendmentsamendments or supplements thereto, supplements the Parent Registration Statement and exhibits theretosuch other ancillary documents as may be required, the “Offer Documents”). Parent and Merger Bid Sub agree to use reasonable best efforts to, as promptly as practicable on the date of commencement of the Offer: (x) cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, the Company’s shareholders as and to the extent required by applicable U.S. federal and, if applicable, Canadian securities LawsLaws and the Swiss Code of Obligations, including (y) deliver a copy of the Offer Documents to the Company at its principal executive offices in accordance with Rule 14d-3(a) promulgated under the Exchange Act and (z) give telephonic notice of the information required by Rule 14d-3 promulgated under the Exchange Act, and mail by means of first class mail a copy of the Offer Documents to the NYSE in accordance with Rule 14d-3(a) promulgated under the Exchange Act. The Company shall promptly furnish to Parent and Merger Sub, on the one hand, and Bid Sub in writing all information concerning the Company, on the other handits directors, agree to promptly notify the other party officers and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or Affiliates as otherwise may be required by applicable Law, securities Law or reasonably requested by Parent or Bid Sub for inclusion in the Schedule TO or the other Offer Documents. Parent and Merger Bid Sub agrees to shall (and Parent shall cause Bid Sub to) use their reasonable best efforts to: (x) cause the Schedule TO and the other Offer Documents to comply in all material respects with (A) the Securities Act and the Exchange Act, (B) the rules and regulations of the NYSE and the TSX, (C) the rules and regulations of FINRA and (D) the Swiss Code of Obligations, in each case, as applicable. If at any time before consummation of the Offer Parent shall become aware that there has occurred an event that is required to be set forth in an amendment to the Schedule TO or in a supplement to the other Offer Documents, as so corrected, to be filed : (1) Parent shall promptly prepare such an amendment or supplement; and (2) Parent shall promptly file with the SEC and disseminated distribute to holders the shareholders of Shares and Preferred Sharesthe Company such amendment or supplement, in each case, as and to the extent required by applicable federal securities Law and the Exchange ActSwiss Code of Obligations. Except following a Change Each of Board RecommendationParent, Bid Sub and the Company and its counsel shall be given a reasonable opportunity agrees promptly to review correct any information provided by it for use in the Schedule TO and the other Offer Documents before they are filed if and to the extent that such information shall have become false or misleading in any material respect. The Company and Parent will, and will cause their respective Representatives to, reasonably cooperate with the SECother in the preparation of the Schedule TO and the other Offer Documents. Without limiting the generality of the foregoing, Parent shall, and Parent and Merger Sub shall give due consideration to any additionscause its Representatives to, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel Representatives with copies a reasonable opportunity, in advance of initial filing or any amendment or filing of any supplement thereto, to review and comment on the Schedule TO and the other Offer Documents. Parent shall promptly notify the Company in writing of the receipt of any written comments, and shall provide them an or oral summary of any oral comments, that Parent and Merger Sub comments from or its counsel may receive from time to time from other correspondence with the SEC or its staff with respect to the Schedule TO or the other Offer Documents and any request by the SEC or its staff for amendments or supplements to the Schedule TO or the other Offer Documents or for additional information and shall promptly after receipt supply the Company with copies of such commentsall correspondence between it and any of its Representatives or Affiliates, on the one hand, and the SEC or its staff, on the other hand, with respect to the Schedule TO or the other Offer Documents. (h) Parent shall provide or cause to be provided to the Exchange Agent in accordance with Section 3.2 the funds and Parent Shares necessary to accept for payment, and pay for, any Company Common Shares that Bid Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (i) If, between the date hereof and the date on which any Company Common Share is accepted for payment and paid for pursuant to the Offer, the Company Common Shares are changed (or a record date for such change occurs) into a different number or class of shares by reason of any stock split, stock dividend, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately and proportionately adjusted, taking into account the record and payment or effective dates, as the case may be, for such transaction. (j) If, between the date hereof and the date on which any Company Common Share is accepted for payment and paid for pursuant to the Offer, the outstanding Parent Shares are changed (or a record date for such change occurs) into a different number or class of shares by reason of any division or subdivision of shares, stock dividend, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price shall be appropriately and proportionately adjusted, taking into account the record and payment or effective dates, as the case may be, for such transaction. (k) Unless this Agreement is terminated pursuant to Section 9.1, Bid Sub shall not (and Parent shall cause Bid Sub not to) terminate or withdraw the Offer prior to any scheduled expiration date without the prior written or oral responses consent of the Company in its sole and absolute discretion, except that in the event this Agreement is terminated pursuant to Section 9.1, Bid Sub shall (and Parent shall cause Bid Sub to) promptly (and in any event within twenty-four (24) hours) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Company Common Shares pursuant thereto. The If the Offer is terminated in accordance with this Agreement prior to the purchase of Company and its counsel Common Shares in the Offer, Bid Sub shall be given a reasonable opportunity to review any such responses (and Parent and Merger shall cause Bid Sub shall give due consideration to) promptly return, or cause any depositary acting on behalf of Bid Sub to return, all tendered Company Common Shares to the reasonable additions, deletions or changes suggested thereto by tendering shareholders of the Company and its counselCompany.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7VIII, as promptly as practicable (and in any event on or before January 8, 2014) after the date hereof (but in no event later than January 13hereof, 2020), Merger Acquisition Sub shall (and Parent shall cause Merger Acquisition Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares the outstanding Common Stock at a price per share equal to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shallThe consummation of the Offer, and Parent shall cause Merger the obligation of Acquisition Sub to, to accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly any shares of Common Stock tendered and not properly withdrawn pursuant to the Offer, shall be subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatshares 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 and Preferred Shares shares of Common Stock (if any) then owned by the Parent, equals at least Parent or Acquisition Sub represents a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate shares of Designations) that are Common Stock then issued and outstanding (determined on a fully diluted basis) (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (biii) the satisfaction, or waiver by Merger Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex I.I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, the number of shares of Common Stock outstanding on a fully diluted basis shall be the number of shares of Common Stock issued and outstanding plus the number of shares of Common Stock which the Company would be required to issue pursuant to any then outstanding warrants, options, benefit plans or obligations or securities convertible or exchangeable into shares of Common Stock or otherwise, but only to the extent so exercisable, convertible or exchangeable prior to consummation of the Merger or exercisable, convertible or exchangeable as a result of the consummation of the Offer or the Merger. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Merger Parent or Acquisition Sub, of the other conditions and requirements set forth in Annex IOffer Conditions, Merger Acquisition Sub shall (and Parent shall cause Acquisition Sub to) accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days possible on or after the applicable Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, share of Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth Offer Conditions. Unless previously approved by the Company in Annex I. To the extent permitted by applicable Lawwriting, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Acquisition Sub shall not not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce change the maximum number of Shares or Preferred Shares sought shares of Common Stock to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) amend add any of the other conditions condition to the Offer set forth or any term that is adverse to the holders of Common Stock, (vi) extend the expiration of the Offer except as required or permitted by this Section 2.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in Annex I 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 Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred SharesCommon Stock. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Offer, as calculated in accordance with Rule 14d-1(g)(3) promulgated under of the Exchange Act) Act (such date time and timedate, the “Initial Expiration Date”) or, or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later time and date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on as of any then scheduled Expiration Date, (i) any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have has not been satisfied or, to the extent waivable by the Parent or Acquisition Sub pursuant to this Agreement, waived by Merger Parent or Acquisition Sub, Merger Acquisition Sub shall (and Parent shall cause Merger Acquisition Sub to) extend the Offer for successive periods of up to ten five (105) Business Days each, each (or such longer period as may of up to twenty (20) Business Days if the Company consents in writing prior to such extension), the length of each such period to be agreed between Merger Sub and the Company, determined by Parent in its sole discretion in order to permit the satisfaction of the Offer Conditions; and (ii) if (A) the full amount of the Debt Financing has not been funded and will not be available to be funded at the Offer Closing and the Closing and (B) Parent and Acquisition Sub acknowledge in writing that the Company may terminate the Agreement pursuant to Section 8.1(i)(ii) and receive the Parent Termination Fee, Acquisition Sub may extend the Offer for successive periods of up to five (5) Business Days each (or such conditionslonger period of up to twenty (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 funding of the Debt Financing; provided, however, that Merger that, subject to Section 8.1(b), Acquisition Sub shall not be required to extend the Offer beyond June 16, 2014 (the Outside Date. The “Outside Date” ”) and shall be June 20, 2020not extend the Offer beyond the Outside Date without the Company’s consent. In addition, Merger Acquisition Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staffstaff or the NYSE; provided, however, that, subject to Section 8.1(b), Acquisition Sub shall not be required to extend the Offer beyond the Outside Date and shall not extend the Offer beyond the Outside Date without the Company’s consent. (f) Merger Acquisition Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with pursuant to Article 7VIII. If this Agreement is terminated in accordance with pursuant to Article 7VIII, Merger Acquisition Sub shall (and Parent shall cause Merger Acquisition Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares the shares of Common Stock pursuant thereto. If the Offer is terminated or withdrawn by Merger Acquisition Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Acquisition Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Acquisition Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares shares of Common Stock that have not then been purchased in the Offer to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Acquisition Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, include as exhibitsexhibits (without limitation), the Offer to Purchase, a form of letter of transmittal and transmittal, a form of summary advertisement advertisement, a form of notice of guaranteed delivery (collectivelythe Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments, amendments and supplements and exhibits thereto, being referred to herein as the “Offer Documents”). Parent and Merger Acquisition Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Sharesshares of Common Stock, as and to the extent required by federal securities all applicable Laws, including the Exchange Act. Parent and Merger Acquisition Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Parent and Acquisition Sub agrees agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Sharesshares of Common Stock, in each case, case as and to the extent required by all applicable Laws, including the Exchange Act. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Acquisition Sub shall give due consideration to any the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Acquisition Sub shall provide the Company and its counsel promptly with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Merger Parent, Acquisition Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such proposed written or oral responses to the Schedule TO and Offer Documents and Parent and Merger Acquisition Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselcounsel and to participate in any substantive telephonic communications with the staff of the SEC related thereto.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 710, as promptly as practicable after the date hereof (but and in no any event later than January 13on or before June 19, 20202015), Merger Acquisition Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange 1934 Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding tender offer (the “Offer”) to purchase any (subject to the Minimum Condition”); ) and (b) the satisfaction, or waiver by Merger Sub, all of the other conditions and requirements set forth in Annex I. (b) On or prior outstanding shares of Company Stock at a price per share equal to the date that Merger Sub becomes obligated $20.00 net to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interestinterest (the “Offer Price”), subject to any deduction or withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. The consummation of the Offer, and the obligation of Acquisition Sub to accept for payment and pay for any shares of Company Stock validly tendered and not withdrawn pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of shares of Company Stock (excluding shares of Company Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Stock (if any) then owned by Parent or Acquisition Sub, represents a majority of the shares of Company 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 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”). (cb) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth Offer Conditions. Unless previously approved by the Company in Annex I. To the extent permitted by applicable Lawwriting, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Acquisition Sub shall not not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce change the maximum number of Shares or Preferred Shares sought shares of Common Stock to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, the Termination Condition or conditions (vi) amend any of the other conditions to the Offer or (ii) set forth in Annex I I, (v) add any condition to the Offer or any term that is adverse to the holders of Company Stock, (vi) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d‑11 under the 1934 Act or (vii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred SharesCompany Stock. (dc) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) 20 Business Days following the commencement of the Offer (determined using Offer, as calculated in accordance with Rule 14d-1(g)(3) promulgated under of the Exchange Act) 1934 Act (such date time and timedate, the “Initial Expiration Date”) or), or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later time and date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (ed) If on If, (i) as of any then then-scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have has not been satisfied or, to the extent waivable by Parent or Acquisition Sub pursuant to this Agreement, waived by Merger Parent or Acquisition Sub, Merger then Acquisition Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) 20 Business Days each, or such longer period as (ii) prior to any then-scheduled Expiration Date, any Offer Condition has not been satisfied, or to the extent waivable by Parent or Acquisition Sub pursuant to this Agreement, waived by Parent or Acquisition Sub, Acquisition Sub may be agreed between Merger Sub and extend the CompanyOffer for up to 20 Business Days, in order the case of each of clauses (i) and (ii), the length of each such period to permit the satisfaction of such conditionsbe determined by Parent in its sole discretion; provided, however, that Merger subject to Section 10.01(b)(i), Acquisition Sub shall not (A) be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020End Date or (B) extend the Offer beyond the End Date without the Company’s consent. In addition, Merger Acquisition Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staffstaff or the NASDAQ Global Market; provided, however, that subject to Section 10.01(b)(i), Acquisition Sub shall not (x) be required to extend the Offer beyond the End Date or (y) extend the Offer beyond the End Date without the Company’s consent. (fe) Merger Acquisition Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with pursuant to Article 710. If this Agreement is terminated in accordance with pursuant to Article 710, Merger Acquisition Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares the shares of Company Stock pursuant thereto. If the Offer is terminated or withdrawn by Merger Acquisition Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Acquisition Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Acquisition Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares shares of Company Stock that have not then been purchased in the Offer to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gf) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Acquisition Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange 1934 Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, include as exhibits, exhibits (without limitation) the Offer to Purchase, a form of letter of transmittal and transmittal, a form of summary advertisement and a form of notice of guaranteed delivery (collectivelythe Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments, amendments and supplements and exhibits thereto, being referred to herein as the “Offer Documents”). The Company shall furnish all information concerning the Company and its Affiliates to Parent, and provide such other assistance, as may be reasonably requested by Parent to be included therein. Parent and Merger Acquisition Sub agree to shall promptly cause the Offer Documents to be disseminated to holders of Shares and Preferred SharesCompany Stock, as and to the extent required by federal securities all applicable Laws, including the Exchange 1934 Act. If, prior to the Acceptance Time, any event occurs with respect to Parent or any Parent Subsidiary, or any change occurs with respect to other information included by Parent in the Offer Documents (other than information supplied the Company for inclusion therein), on the one hand, or any event occurs with respect to the Company or any Company Subsidiary, or any change occurs with respect to other information supplied by the Company for inclusion in the Offer Documents, on the other hand, upon becoming aware of such information Parent or the Company, as applicable, shall promptly notify the other of such event and shall cooperate with the other in the prompt filing with the SEC of any necessary amendment or supplement to the Offer Documents and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. Parent shall promptly notify the Company upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Offer Documents and shall provide the Company with copies of all correspondence between Parent and Merger Subits Representatives, on the one hand, and the CompanySEC, on the other hand, agree . Parent shall use its reasonable best efforts to respond as promptly notify as reasonably practicable to any comments from the other party and correct any information provided by it for use in SEC with respect to the Offer Documents. Notwithstanding the foregoing, if and prior to the extent that it shall have become false filing or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause mailing the Offer Documents, as so corrected, Documents (or any amendment or supplement thereto) or responding to be filed with any comments of the SEC and disseminated to holders of Shares and Preferred Shareswith respect thereto, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, Parent shall (i) provide the Company and its counsel shall be given a reasonable with an opportunity to review and comment on such document or response (including the Schedule TO and the Offer Documents before they are filed with the SECproposed final version of such document or response), and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto (ii) consider in good faith all comments reasonably proposed by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub (iii) not file or its counsel may receive from time mail such document or respond to time from the SEC prior to receiving the approval of the Company, which approval shall not be unreasonably withheld, delayed or its staff conditioned. Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the 1934 Act or any applicable foreign or state securities laws and the rules and regulations thereunder in connection with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselMerger.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable after the date hereof (but in no event later than January 13, 2020five business days after the public announcement of the execution hereof), Merger Sub shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b")) a tender offer (the "Offer") for all of the outstanding shares of Company Common Stock (including the Company Preferred Rights) at a price of $20 per share of Company Common Stock, net to the Share Offer Price and seller in cash (ii) Preferred Shares at such price, or any such higher price per share as may be paid in the Preferred Share Offer, being referred to herein as the "Offer Price. Merger Sub shall"), and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, subject to there being validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date expiration of the Offer, that number of Shares and Preferred Shares that, together with shares of Company Common Stock (excluding shares of Company Common Stock held in the number of Shares and Preferred Shares (if anyCompany's treasury) then owned by the Parent, equals which represents at least a majority of the voting power represented by the Shares and Preferred Shares (voting Company Common Stock outstanding on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding a Fully Diluted Basis (the “"Minimum Condition”); ") and (b) the satisfaction, or waiver by Merger Sub, of to the other conditions and requirements set forth in Annex I. A hereto, and shall consummate the Offer in accordance with its terms (b) On or prior "Fully Diluted Basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under the date that Existing Options). The obligations of Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to pay for any Company Common Stock validly tendered on or prior to the Offer. Subject expiration of the Offer and not withdrawn shall be subject only to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DateA hereto. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that describes containing the terms and conditions of the Offer set forth in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that A hereto. Merger Sub shall not be required to extend amend or waive the Minimum Condition and shall not decrease the Offer beyond Price or decrease the Outside Date. The “Outside Date” shall be June 20number of shares of Company Common Stock sought, 2020. In addition, Merger Sub shall extend or amend any other condition of the Offer for in any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions manner adverse to the holders of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date Company Common Stock without the prior written consent of the Company; provided, except however, that if this Agreement has on the initial scheduled expiration date of the Offer which shall be twenty business days after the date the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act to have expired or been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7terminated, Merger Sub shall (and Parent shall cause extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. Merger Sub to) promptly (shall, on the terms and in any event within 24 hours following such termination)subject to the prior satisfaction or waiver of the conditions of the Offer, irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer accept for payment Company Common Stock tendered as soon as it is terminated or withdrawn by Merger Sublegally permitted to do so under applicable law; provided, or this Agreement is terminated however, that if, immediately prior to the Acceptance Timeinitial expiration date of the Offer (as it may be extended), the Company Common Stock tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, Merger Sub shall (and may extend the Parent shall cause Merger Sub to) promptly returnOffer two times for a period not to exceed ten business days, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, notwithstanding that all tendered Shares and Preferred Shares conditions to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to Offer are satisfied as of such expiration date of the Offer. (gb) As soon as practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub shall file with the United States Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”14D-1"). The Schedule TO shall 14D-1 will include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “"Offer Documents”"). The Offer Documents will comply 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 Documents. The information supplied by the Company to Parent or Merger Sub, in writing, expressly for inclusion in the Offer Documents and by Parent or Merger Sub to the Company, in writing, expressly for inclusion in the Schedule 14D-9 will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) Each of Parent and Merger Sub agree will take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares and Preferred Sharesthe Stockholders, in each case as and to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to will promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Parent and Merger Sub agrees will take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Sharesthe Stockholders, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable the opportunity to review the Schedule TO and the Offer Documents 14D-1 before they are it is filed with the SEC. In addition, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by will provide the Company and its counsel. In addition, except following a Change of Board Recommendationin the form in which they are received, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral commentswhether written or oral, that Parent and Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable after the date hereof (but in no event later than January 13, 2020)of this Agreement, Merger Sub shall (and Parent shall cause Merger Sub to) commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b”)) at the Share Offer Price and Offer. (iib) Preferred Shares at the Preferred Share Offer Price. The obligation of Merger Sub shall, and Parent shall cause Merger Sub to, to accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, any shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer, Offer shall be subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly validly withdrawn prior to the any then scheduled Expiration Date Time that number of Shares and Preferred Shares thatshares of Company Common Stock which, together with the number of Shares and Preferred Shares shares beneficially owned by Parent or Merger Sub (if any), represents the greater of (A) then owned by the Parent, equals at least a majority of the voting power represented by total number of shares of Company Common Stock outstanding without giving effect to the Top-Up Shares and Preferred Shares (voting 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 an as-converted a fully diluted basis (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 accordance with each case, regardless of the Certificate of Designationsconversion or exercise price, the vesting schedule or other terms and conditions thereof) that are then issued and outstanding (the “Minimum Condition”); and (bii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I. Exhibit A (b) On or prior to together with the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to Minimum Condition, the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer“Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex IOffer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer as soon promptly as practicable following after the Expiration DateTime; provided that if, andat or prior to any Expiration Time, in any eventParent delivers a notice to the Company representing that the full amount of 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, no more than two then Purchaser may (2on one occasion only) extend the Offer and such Expiration Time for up to ten (10) Business Days after the Expiration Datein its sole discretion. The Offer Price payable in respect of each Share and Preferred Share, as applicable, share of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) decrease reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iiiii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any shareholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, Offer or (iiivii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) otherwise amend, modify or waive the Minimum Condition, (v) amend supplement any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to any shareholders of the holders of Shares or Preferred SharesCompany. (d) Unless extended in accordance with the terms of this Agreement, the The Offer shall expire at one minute after 11:59 p.m. midnight (New York City Minneapolis time) on the date that is twenty (20) Business Days following the commencement (within the meaning of the Offer (determined using Rule 14d-1(g)(3) promulgated 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 (such date and time, the “Initial Expiration DateTime”) ), or, if in the event the Initial Expiration Date Time has been extended in accordance with pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration DateTime, or such later date and time to which the Initial Expiration Date Time has been extended in accordance with pursuant to this Agreement, is referred to as the “Expiration DateTime”). (e) If Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e), Merger Sub (i) may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions for any period, if on any then then-scheduled Expiration Date, Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or the NASDAQ Capital Market (“NASDAQ”) applicable to the Offer, 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 in no event shall Merger Sub be required to extend the Offer (including A) beyond January 31, 2018 (the Minimum Condition “Outside Date”) or (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (f) On the terms and subject to the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Subof this Agreement, Merger Sub shall (shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for successive periods of up to ten a “subsequent offering period” (10and one or more extensions thereof) Business Days eachin accordance with Rule 14d-11 under the Exchange Act, or such longer period as may be agreed between Merger Sub and the CompanyOffer Documents (as defined below) may, in order to permit the satisfaction Merger Sub’s sole discretion, provide for such a reservation of such conditions; provided, however, that Merger Sub right. Nothing contained in this Section 1.01 shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for affect any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its stafftermination rights in ARTICLE VIII. (fg) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date Time without the prior written consent of the Company, Company except if this Agreement has been terminated in accordance with Article 7. If the event that this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoto 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 Timeacceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares Company Common Stock to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, modifications, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectivelysuch Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments, modifications and supplements and exhibits 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 holders the shareholders of Shares and Preferred Sharesthe Company, in each case as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees further agree to take all steps necessary to cause the Offer Documents, as so correctedcorrected (if applicable), to be filed with the SEC and disseminated to holders the shareholders of Shares and Preferred Sharesthe Company, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration 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 additions, deletions or changes suggested thereto by comments of the Company and its counsel. In addition, except following a Change of Board RecommendationSEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment on such Offer Documents or response (including, if applicable, participation in the formulation of any such responses written response(s) to any comments of the SEC with respect to the Offer Documents), and Parent and Merger Sub shall give due reasonable consideration to any such comments. (i) Parent and Merger Sub shall, on the reasonable additionssame date that the Offer is commenced, deletions 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 changes suggested thereto 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 the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and its counselpay for, pursuant to the 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 deemed not to be validly tendered into the Offer (including for purposes of determining whether the 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 Sub.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Merger Subsidiary shall, as promptly as practicable after the date hereof (hereof, but in no event later than January 13five business days following the public announcement of the terms of this Agreement, 2020commence an offer (the "OFFER") to purchase all of the outstanding shares of common stock, par value $.001 per share (the "SHARES"), Merger Sub including the associated Rights (defined in Section 4.1(c)), of the Company at a price of $29.25 per Share (including the associated Right), net to the seller in cash. The Offer shall (and Parent be subject to the condition that there shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled validly tendered in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in terms of the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that expiration date of the Offer and not withdrawn a number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then owned by the ParentParent and Merger Subsidiary, equals represents at least a majority of the voting power represented by total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares and Preferred that the Company is obligated to issue (such total number of outstanding Shares (voting on an as-converted basis in accordance with being hereinafter referred to as the Certificate of Designations"FULLY DILUTED SHARES") that are then issued and outstanding (the “Minimum Condition”); "MINIMUM CONDITION") and (b) the satisfaction, or waiver by Merger Sub, of to the other conditions and requirements set forth in Annex I. (b) On or prior I hereto. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the date that Merger Sub becomes obligated Offer and to pay for make any change in the terms or conditions of the Offer; PROVIDED that, without the written consent of the Company, no change may be made which changes the form of consideration to be paid, decreases the price per Share or the number of Shares and Preferred Shares pursuant to sought in the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant imposes conditions to the Offer. Subject Offer in addition to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements those set forth in Annex I, changes or waives the Minimum Condition, extends the Offer (except as set forth in the following sentence), or makes any other change to any condition to the Offer set forth in Annex I which is adverse to the holders of Shares. Subject to the terms of the Offer in this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, Merger Sub Subsidiary shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect applicable expiration date of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer and shall be paid to the seller in cashpay for all such Shares promptly after acceptance; PROVIDED that Merger Subsidiary may (or, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to if the conditions set forth in this Agreement. clauses (a), (b), (c), (d) The and (i) of Annex I exist, shall) extend the Offer shall be made by means of an offer to purchase (if, at the “Offer to Purchase”) that describes the terms and conditions scheduled expiration date of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, extension thereof any of the conditions to the Offer (including the Minimum Condition and the other shall not have been satisfied, until such time as such conditions and requirements set forth in Annex I) have not been are satisfied or waived by waived, and Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) Subsidiary may extend the Offer for successive periods a further period of up time of not more than 20 business days to ten meet the objective (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall which is not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior a condition to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub toOffer) promptly return, and shall cause any depositary acting on behalf of Merger Sub to returnthat there be validly tendered, in accordance with applicable Lawthe terms of the Offer, all tendered Shares and Preferred Shares prior to the registered holders thereof expiration date of the Offer (as so extended) and not withdrawn a number of Shares, which together with Shares then owned by Parent and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to Subsidiary, represents at least 90% of the OfferFully Diluted Shares. (gb) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub Subsidiary shall (i) file with the SEC, SEC (defined below in accordance with Rule 14d-3 under the Exchange Act, Section 4.1(a)) a Tender Offer Statement on Schedule TO 14D-l with respect to the Offer which will contain the offer to purchase and form of the related letter of transmittal (together with all amendments, any supplements and exhibits or amendments thereto, collectively the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal "OFFER DOCUMENTS") and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to ii) cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares. Parent, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, Subsidiary and the Company, on the other hand, Company each agree promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, respect. Parent and Merger Sub agrees Subsidiary agree to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses theretoapplicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration comment on the Schedule 14D-l prior to its being filed with the reasonable additions, deletions or changes suggested thereto by the Company and its counselSEC.

The Offer. (a) Provided that this Agreement Merger Sub shall, and Parent shall not have been terminated in accordance with Article 7cause Merger Sub to, as promptly as practicable after the date hereof of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation 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, together with the shares beneficially owned by Parent or Merger Sub (if any), represents at least a majority 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 majority 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 other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). The Company agrees that no event later than January 13, 2020)shares of Company Common Stock or Company Preferred Stock held by the Company or any of 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) commence, within the meaning of Rule 14d-2 under the Exchange Act, consummate the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price its terms and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase payment and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DateTime. The Common Offer Price payable in respect of each Share share of Company Common Stock, and the Preferred Share, as applicableOffer Price payable in respect of each share of Company Preferred Stock, validly tendered and not properly validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this AgreementAgreement and the Offer. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in accordance with applicable Law and this Agreement, including the conditions Offer Conditions. The Offer Conditions are for the sole benefit of Parent and requirements set forth in Annex I. To the extent permitted by applicable LawMerger Sub, and Parent and Merger Sub expressly reserve the right (in their sole discretion) to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of 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) decrease reduce the number of Shares subject to the Offer, (ii) subject to the terms of this Agreement (including Section 6.20, but subject to the satisfaction of clause (c)(iii)(B)(2) in the Offer Conditions), reduce the Offer Price, (iiiii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any material respect to any stockholders of the Company, (v) except as otherwise provided in this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, or (iiivii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) otherwise amend, modify or waive the Minimum Condition, (v) amend supplement any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to any stockholders of the holders of Shares or Preferred SharesCompany. (d) Unless extended in accordance with the terms of this Agreement, the The Offer shall expire at one minute after 11:59 p.m. midnight (New York City time) on the date that is twenty (20) Business Days following the commencement (within the meaning of the Offer (determined using Rule 14d-1(g)(3) promulgated 14d-2 under the Exchange Act) of the Offer (such date and time, the “Initial Expiration DateTime”) or, if in the event the Initial Expiration Date Time has been extended in accordance with pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration DateTime, or such later date and time to which the Initial Expiration Date Time has been extended in accordance with pursuant to this Agreement, is referred to as the “Expiration DateTime”). (e) If 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 any then the then-scheduled Expiration DateTime, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth Conditions shall not be satisfied or, in Annex I) have not been satisfied or waived by Merger Sub’s sole discretion, waived: (A) in its sole discretion, Merger Sub shall 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 successive periods of 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 may the parties hereto reasonably agree); (ii) if the Offer is required to be agreed between extended by any rule, regulation, interpretation or position of the SEC applicable to the Offer, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for the minimum period required by such Law, rule, regulation, interpretation or position or (iii) in its sole discretion, following the Offer Closing, Merger Sub may extend the Offer for a “subsequent offering period” and 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 the CompanyOffer Documents may, in order Merger Sub’s sole discretion, provide for a reservation of right to permit the satisfaction of such conditionsdo so; provided, however, provided that in no event shall Merger Sub shall not be required to extend the Offer (A) beyond March 29, 2013 (the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, ”) or (B) at any time that Parent or Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staffis permitted to terminate this Agreement pursuant to Article VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (less any withholding of tax pursuant to Section 3.05) all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of Shares 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 Date Time without the prior written consent of the Company, Company except if this Agreement has been terminated in accordance with Article 7. If the event that this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoVIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated pursuant to Article VIII, prior to the Acceptance Timeacceptance for payment of the Company Common Stock tendered in the Offer, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, 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, Purchase and a form of letter of transmittal and a form of summary advertisement (collectivelysuch Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any amendments, amendments and supplements and exhibits 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 holders the stockholders of Shares and Preferred Sharesthe Company, in each case as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become false or misleading in any material respect or as otherwise required by applicable Law, . Parent and Merger Sub agrees further agree to take all steps necessary to cause the Offer Documents, as so correctedcorrected (if applicable), to be filed with the SEC and disseminated to holders the stockholders of Shares and Preferred Sharesthe Company, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration 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 additions, deletions or changes suggested thereto by comments of the Company and its counsel. In addition, except following a Change of Board RecommendationSEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any and comment on such responses Offer Documents or response, and Parent and Merger Sub shall give due reasonable consideration to any such comments. (i) Subject in all respects to the reasonable additionsother terms and conditions of this Agreement and the Offer, deletions Parent shall provide or changes suggested thereto by cause to be provided to Merger Sub, on a timely basis, the Company funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment, and its counselpay for, pursuant to the Offer.

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

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7VII, as promptly as practicable after the date hereof (but and in no any event later than January 13, 2020within 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 Exchange Act, the Offer to purchase for cash any and (subject to the Offer Conditions, including the Minimum Condition) all (i) Shares the outstanding Common Stock (other than the Shares cancelled or converted pursuant to be cancelled in accordance with Section 2.1(b2.1(a)) at a price per share equal to the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. The consummation of the Offer, and the obligation of Merger Sub shall, and Parent shall cause Merger Sub to, to accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, any shares of Common Stock validly tendered (and not properly withdrawn withdrawn) pursuant to the Offer, shall be subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatshares 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 and Preferred Shares shares of Common Stock (if any) then owned by the ParentParent or its Subsidiaries, equals represents at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate shares of Designations) that are Common Stock then issued and outstanding (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (biii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I.I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex IOffer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) (i) promptly (and in any event no later than one (1) Business Day) after the Expiration Date accept for payment and purchase all shares of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer (the time of such acceptance, the “Acceptance Time”) and (ii) promptly (and in any event no later than one (1) Business Day) after the applicable Expiration Date cause the Paying Agent to pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant such shares of Common Stock. Subject to Section 2.9, the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, share of Common Stock validly tendered (and not properly withdrawn withdrawn) pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth Offer Conditions. Unless previously approved by the Company in Annex I. To the extent permitted by applicable Lawwriting, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not not: (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce change the maximum number of Shares or Preferred Shares sought shares of Common Stock to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) amend add any of the other conditions condition to the Offer set forth or any term that is adverse to the holders of Common Stock, (vi) extend the expiration of the Offer except as required or permitted by this Section 1.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in Annex I 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 Shares or Preferred SharesCommon 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 (viA) impose conditions 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 in addition to not inconsistent with the conditions to terms of this Agreement (including the Offer limitations set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(fthe preceding sentence), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended 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 (determined using Offer, as calculated in accordance with Rule 14d-1(g)(3) promulgated under of the Exchange Act) Act (such date time and timedate, the “Initial Expiration Date”) or, or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later time and date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on as of any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have has not been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten five (105) Business Days each, each (or such longer period as may be agreed between Merger Sub of up to twenty (20) Business Days if Parent so desires and the Company, Company consents in writing prior to such extension) in order to permit the satisfaction of such conditionsthe Offer Conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond August 31, 2019 (such date, the Outside Date. The “Outside Date” ”), and shall be June 20, 2020not extend the Offer beyond the Outside Date without the Company’s consent. In additionNotwithstanding the foregoing, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staffstaff or NASDAQ; provided, however, that Merger Sub shall not be required to extend the 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 has been is terminated in accordance with pursuant to Article 7VII. If this Agreement is terminated in accordance with pursuant to Article 7VII, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares the shares of Common Stock pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to promptly return, in accordance with applicable Law, all tendered Shares and Preferred Shares shares of Common Stock to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (g) As soon promptly as practicable on the date of the commencement commencement, within the meaning of Rule 14d-2 under the Exchange Act, of the Offer, Parent and Merger Sub shall 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, include as exhibits, the Offer to Purchase, a form of letter of transmittal transmittal, a form of summary advertisement, and a form of summary advertisement notice of guaranteed delivery (collectivelythe Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any amendments, amendments and supplements and exhibits thereto, being referred to herein as the “Offer Documents”). Parent and Merger Sub agree to cause the The Offer Documents shall include the Maryland Short Form Notice (whether as an exhibit or otherwise) as provided in clause (g)(ii) above and may include a description of the determinations, approvals and recommendations of the Company Board and the Company described in this Agreement (and a change to be disseminated to holders of Shares such determinations, approvals and Preferred Shares, as and recommendations to the extent required by federal securities Lawsapplicable at the relevant time). Subject to the provisions of Section 5.2, including the Exchange ActCompany consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to use reasonable best efforts to (i) respond promptly notify to any comments of the other party SEC or its staff with respect to the Offer Documents and (ii) cause the Offer Documents when filed to comply with applicable Law and promptly correct any information provided by it for use in the Offer Documents, if and to the extent that it 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 agrees agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Sharesshares of Common Stock, in each case, case as and to the extent required by all applicable Laws, including the Exchange Act. Except following a Change of Board RecommendationThe 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 due reasonable consideration to any additions, deletions or changes suggested thereto such comments made by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel promptly with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment on any such proposed written or oral responses to the SEC or its staff in respect of the Schedule TO and Offer Documents and Parent and Merger Sub shall give due reasonable consideration to the reasonable additions, deletions or changes suggested thereto any such comments made by the Company and its counselcounsel 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 extent such participation is not prohibited by the SEC or applicable Law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with pursuant to Article 7, as promptly as practicable after the date hereof (but in no event later than January 13, 2020)IX, Merger Sub shall (and Parent shall cause Merger Sub to) commence, commence (within the meaning of Rule 14d-2 under the Exchange Act, ) the Offer within a reasonable period of time following the date 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 purchase cause Merger Sub to, accept for cash payment and pay for any shares of Company Common Stock validly tendered and all not validly withdrawn pursuant to the Offer shall be subject to: (i) Shares 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 (other than Shares 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 cancelled extended and re-extended in accordance with this Section 2.1(b2.1) (the “Minimum Condition”)) at the Share Offer Price and ; (ii) Preferred Shares at the Preferred Share Company Board having granted each of Parent and Merger Sub an effective exemption from the restrictions on transfer 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 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 PriceConditions”). 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, purchase payment and pay for all Shares and Preferred Shares, as applicable, shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DateTime. The Offer Price payable in respect of each Share and Preferred Share, as applicable, share of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, interest (subject to any withholding of Taxes required by applicable LawTax pursuant to Section 4.3), on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7Section 8.1 and no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall, as promptly soon as reasonably practicable after the date hereof (but and in no any event later than January 13, 2020within five business days from the date of public announcement of the execution hereof), Merger Sub shall commence an offer (and Parent shall cause Merger Sub tothe "Offer") commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding shares of Common Stock, par value $.14 2/3 per share (referred to herein as either the “Minimum Condition”"Shares" or "Company Common Stock"); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior Company at a price of $80.00 per Share, net to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated seller in cash. The obligation of Purchaser to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid subject only to the seller in cash, without interest, subject to any withholding of Taxes required satisfaction or waiver by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions Purchaser of the Offer Conditions. Purchaser expressly reserves the right, in accordance with applicable Law and this Agreementits sole discretion, including to waive any such condition (other than the conditions and requirements set forth Minimum Condition as defined in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to Conditions) and make any other changes in the terms and or conditions of the Offer; provided, howeverprovided that, that except with unless previously approved by the prior written approval of Company in writing, no change may be made which decreases the Companyprice per Share payable in the Offer, Merger Sub shall not (i) decrease the Offer Price, (ii) change changes the form of consideration payable in the OfferOffer (other than by adding consideration), (iii) reduce reduces the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I Conditions or otherwise amend the Offer in a manner adverse to the holders of Shares or Preferred the Shares. Purchaser covenants and agrees that, (vi) impose subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law; provided that, Purchaser shall have the right, in its sole discretion, to extend the Offer for up to five business days, notwithstanding the prior satisfaction of the Offer, in order to attempt to satisfy the requirements of Section 253 of the DGCL. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in addition whole or in part at any time and from time to time, in its sole discretion. Purchaser further agrees that the Holding Co. Merger and the Woodbank Merger will not be closed until the Offer Conditions are otherwise satisfied or waived by Purchaser, and immediately prior to the purchase of the Shares by Purchaser pursuant to the Offer. Purchaser agrees that, so long as this Agreement is in effect and all of the Offer Conditions are satisfied other than the conditions to the Offer set forth in clause (h) of Annex I heretoA and the Minimum Condition, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend at the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any request of the other terms of Company the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this AgreementPurchaser, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and timeits option, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period until the earlier of (1) such time as such conditions are satisfied or periods required waived, and (2) the date chosen by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub Company which shall not terminate be later than (x) the Outside Date (as defined herein), (y) the earliest date on which the Company reasonably believes such condition will be satisfied; provided, that the Company may request further extensions up until the Outside Date if the Offer prior to any scheduled Expiration Date without Conditions set forth in clause (h) and the prior written consent of Minimum Condition are still the Company, except if only Offer Condition not satisfied unless this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerprovisions of Article VIII. (gb) As soon as reasonably practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO 14D-1 (the "Schedule 14D-1") with respect to the Offer with the Securities and Exchange Commission (together with all amendments, supplements and exhibits thereto, the “Schedule TO”"SEC"). The Schedule TO 14D-1 shall include, as exhibits, the contain an Offer to Purchase, a form Purchase and forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and a form of summary advertisement (collectivelyother documents, together with any amendments, supplements and exhibits or amendments thereto, are referred to herein collectively as the “"Offer Documents”"). Parent and Merger Sub Purchaser agree that the Company and its counsel shall be given an opportunity to cause review the Offer Documents to be disseminated to holders of Shares and Preferred SharesSchedule 14D-1 before it is filed with the SEC. Parent, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, Purchaser and the Company, on the other hand, agree Company each agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent Documents that it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Sub agrees Parent and Purchaser further agree to take all steps necessary to cause the Offer Documents, Schedule 14D-1 as so corrected, corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counselapplicable federal securities laws.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable after the date hereof (but in no event later than January 13, 2020five business days after the public announcement of the execution hereof), Merger Sub Purchaser shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act, ")) an offer (the Offer "Offer") to purchase for cash any all shares of the issued and all outstanding Common Stock, par value $.01 per share (i) Shares referred to herein as either the "Shares" or "Company Common Stock"), of the Company, at a price per Share, based upon the representations set forth in Section 3.2 hereof, of $24.59 net to the seller in cash (other than Shares such price per Share, or such higher price per Share as may be paid in the Offer, being referred to be cancelled in accordance with Section 2.1(b)) at herein as the Share Offer Price and (ii) Preferred Shares at the Preferred Share "Offer Price. Merger Sub shall"), and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, subject to there being validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date expiration of the Offer, that number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then beneficially owned by the ParentParent or Purchaser, equals represent at least a majority of the voting power represented by the Shares and Preferred Shares (voting outstanding on an as-converted a fully diluted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “"Minimum Condition”); ") and (b) the satisfaction, or waiver by Merger Sub, of to the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the OfferA hereto. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable LawPurchaser shall, on the terms and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in this Agreement. (c) Annex A hereto. The Offer shall be made by means of an offer to purchase (the “"Offer to Purchase”") that describes containing the terms and conditions of the Offer set forth in accordance with applicable Law and this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub A hereto. Purchaser expressly reserve reserves the right to increase the Offer Price or to make amend any other changes in of the terms and conditions of the Offer; provided, however, provided that except with the prior written approval of the Company, Merger Sub Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify amend or waive the Minimum Condition, (v) amend any decrease the Offer Price or decrease the number of Shares sought, change the other form of consideration to be paid pursuant to the Offer, impose conditions to the Offer in addition to those set forth in Annex I A hereto, or amend any other term or condition of the Offer in a any manner adverse to the holders of the Shares or Preferred Shares, (vi) impose conditions to extend the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms expiration date of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the CompanyCompany (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof). Notwithstanding the foregoing, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7Purchaser shall, Merger Sub shall (and Parent shall agrees to cause Merger Sub Purchaser to, extend the Offer for a period of ten (10) promptly (and in business days following the initial expiration date of the Offer, if any event within 24 hours conditions to the Offer have not been satisfied or waived at such date. In addition, following such termination), irrevocably and unconditionally terminate first extension of the Offer as provided in the preceding sentence, (i) Purchaser shall, and shall not acquire Parent agrees to cause Purchaser to, extend the Offer, at any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated time prior to the Acceptance Timetermination of this Agreement, Merger Sub shall for one or more periods of not more than ten business days, if at the expiration date of the Offer, as extended, all conditions to the Offer have not been satisfied or waived, and (ii) the Offer Price may be increased and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub Offer may be extended to returnthe extent required by law in connection with such increase, in accordance with applicable Laweach case without the consent of the Company. In addition, all tendered Shares and Preferred Shares to Purchaser may, without the registered holders thereof and Merger Sub consent of the Company, extend the Offer for a period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of the immediately preceding sentence if there shall not (have been tendered and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares withdrawn pursuant to the OfferOffer at least 90% of the outstanding Shares. (gb) As soon as practicable on the date of the commencement of the OfferOffer is commenced, Parent and Merger Sub Purchaser shall file with the United States Securities and Exchange Commission (the "SEC, in accordance with Rule 14d-3 under the Exchange Act, ") a Tender Offer Statement on Schedule TO l4D-l with respect to the Offer (together with all amendments, amendments and supplements thereto and including the exhibits thereto, the “"Schedule TO”14D-1"). The Schedule TO shall 14D-l will include, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “"Offer Documents”"). Parent and Merger Sub agree Purchaser represent that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case as and to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Each of Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, agree agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it shall have become false or and misleading in any material respect or as otherwise required by applicable Law, and Merger Sub each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Actapplicable federal securities laws. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO 14D-l and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall Purchaser agree to provide the Company and its counsel in writing with copies of any written commentscomments or other communications that Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such commentscomments or other communications, and any written or oral responses thereto. The shall provide the Company and its counsel shall be given a reasonable opportunity to review any such responses and comment on the proposed response of Parent and Merger Sub shall give due consideration Purchaser to the reasonable additions, deletions or changes suggested thereto by the Company and its counselsuch comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as promptly as practicable after VII and none of the date hereof events or circumstances set forth in clause (but in no event later than January 13, 2020iii) of Annex A hereto shall have occurred and be existing (and shall not have been waived by Purchaser), Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act, ”)) the Offer to purchase all of the Shares at the Offer Price as promptly as reasonably practicable, but in no event later than ten (10) Business Days, after the date of this Agreement; provided, however, that such ten (10) Business Day deadline to commence the Offer will be extended to such date as the Company is ready to file the Schedule 14D-9 on the same date as the commencement of the Offer. The obligation of Purchaser to accept for cash any payment and all pay for Shares tendered pursuant to the Offer shall be subject only to (ix) Shares (other than Shares to the satisfaction of the condition that at the expiration of the Offer there be cancelled validly tendered in accordance with Section 2.1(b)) at the Share terms of the Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatwhich, when taken together with the number of Shares and Preferred Shares (if any) then owned by the ParentParent or any of its Subsidiaries, equals at least a majority represents more than 50% of the voting power represented by Shares then outstanding determined on a fully-diluted basis (on a “fully-diluted basis” meaning the number of Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, convertible securities (other than the shares of Series D-1 Preferred Stock owned, beneficially or of record, as of the date hereof, by the Company Preferred Stockholders) or similar obligations regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) (the “Minimum Condition”); , and (by) the satisfaction, satisfaction (or waiver by Merger Sub, Purchaser) of the other conditions and requirements set forth in Annex I. A hereto. Purchaser expressly reserves the right to waive any of such conditions (bother than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer, reduces the maximum number of Shares sought to be purchased in the Offer, imposes conditions to the Offer in addition to, or modifies or amends, the conditions set forth in Annex A hereto, waives the Minimum Condition or makes any other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or, except as provided below, extends the expiration date of the Offer. Notwithstanding the foregoing, subject to the right of the parties to terminate this Agreement in accordance with Section 7.1, Purchaser may, and at the request of the Company shall, extend the Offer (i) beyond the initial scheduled expiration date, which shall be twenty (20) business days (as defined in Rule 14d-1 under the Exchange Act) following the date of commencement of the Offer, or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived and (ii) for any period required by any rule, regulation or interpretation of the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; provided that Purchaser shall not be required to extend the Offer to a date later than the Outside Date. Each extension of the Offer pursuant to clause (i) of the preceding sentence shall not exceed ten (10) Business Days (or such longer period as the Company and Purchaser may agree in writing in any particular instance) or such fewer number of days that Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied. Subject to the terms of this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, Purchaser shall (and Parent shall cause Purchaser to) accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable Laws (but in no event later than two (2) Business Days after such expiration date of the Offer). In addition, if, at the expiration date of the Offer, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares, if any, then owned by Parent and its Subsidiaries, constitutes less than 90% of the Shares then outstanding, determined on a fully-diluted basis (as defined in Section 1.1(a)), Purchaser may, or at the Company’s request (subject to applicable Laws) shall, provide for one or more “subsequent offering periods” (as contemplated by Rule 14d-11 under the Exchange Act) for at least three (3) but not more than twenty (20) Business Days following the Purchase Date, in which event Purchaser shall (and Parent shall cause Purchaser to) (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered during the “initial offering period” and immediately accept and promptly pay for all Shares tendered during any “subsequent offering period,” in each case in accordance with Rule 14d-11 under the Exchange Act. On or prior to the date that Merger Sub Purchaser becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis Purchaser the funds sufficient necessary to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become Purchaser becomes so obligated to accept pay for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interestshall, subject to any required withholding of Taxes required by applicable LawTaxes, on be net to the sellers in cash, upon the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, . The Company agrees that except with no shares of Company Common Stock held by the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares Company or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth its Subsidiaries will be tendered in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (gb) As soon promptly as practicable on the date of the commencement of the Offer, Parent and Merger Sub Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”)) with respect to the Offer. The Schedule TO shall include, as exhibits, contain or incorporate by reference an offer to purchase and forms of the Offer to Purchase, a form of related letter of transmittal and a form of summary advertisement all other ancillary Offer documents (collectively, together with any all amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to Purchaser shall cause the Offer Documents to be disseminated to the holders of the Shares and Preferred Shares, as and to the extent required by applicable federal securities Laws, including the Exchange ActLaws and rules and regulations promulgated thereunder. Parent and Merger SubPurchaser, on the one hand, and the Company, on the other hand, agree to shall promptly notify the other party and correct any information provided by it them for use in the Offer Documents, Documents if and to the extent that it shall be or shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Sub agrees to Parent and Purchaser shall cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and disseminated to holders of Shares and Preferred the Shares, in each case, as and to the extent required by the Exchange Actapplicable federal securities Laws and rules and regulations promulgated thereunder. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment upon the Offer Documents before they are filed with the SEC, SEC and Parent and Merger Sub shall give due consideration disseminated to any additions, deletions or changes suggested thereto by the Company and its counselholders of Shares. In addition, except following a Change of Board Recommendation, Parent and Merger Sub Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, comments that Parent and Merger Sub or its Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after the receipt of such comments, and any written or oral responses thereto. The consult with the Company and its counsel prior to responding to any such comments and provide the Company with copies of all such responses. (c) Purchaser shall be given a reasonable opportunity entitled to review deduct and withhold from the consideration otherwise payable pursuant to the Offer (or in connection with any subsequent offering period) any such responses amounts as are required to be deducted and Parent and Merger Sub shall give due consideration withheld with respect to the reasonable additionsmaking of such payment under the Internal Revenue Code of 1986, deletions as amended (the “Code”), or changes suggested thereto by the Company and its counselunder any provision of state, local or foreign Tax Law.

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

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as As promptly as practicable after the date hereof (hereof, but in no event later than January 13, 2020)ten Business Days following the date of this Agreement, Merger Sub shall (Subsidiary shall, and Parent shall cause Merger Sub it to) commence, commence (within the meaning of Rule 14d-2 under the Exchange Act, 1▇▇▇ ▇▇▇) the Offer. The Offer shall be subject to the conditions set forth in Annex I hereto (the “Offer Conditions”). The date on which Merger Subsidiary commences the Offer is referred to purchase for cash any as the “Offer Commencement Date”. (b) Subject to the terms and all (i) Shares (other than Shares conditions set forth in this Agreement and to be cancelled in accordance with Section 2.1(b)) at the Share satisfaction or waiver of the Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Conditions, Merger Sub Subsidiary shall, and Parent shall cause Merger Sub it to, promptly after the Expiration Date, accept for payment, purchase and pay for payment all Shares and Preferred Shares, as applicable, validly tendered and not properly validly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time at which Shares are first accepted for payment pursuant to and subject to the terms and conditions of such acceptancethe Offer, the “Acceptance Time”) ). The obligation of Merger Subsidiary to accept for payment and pay for all Shares and Preferred any Shares validly tendered and not properly validly withdrawn pursuant to the Offer shall be subject to: (i) the number of Shares validly tendered in the Offer and not validly withdrawn prior to any then-scheduled Expiration Date representing, together with the Contributed Shares and the Shares beneficially owned by Parent or Merger Subsidiary (if any), at least 67.2% of the Shares outstanding on a fully-diluted basis as soon as practicable following of the Expiration DateDate (the “Minimum Tender Condition”); (ii) the applicable waiting period under the HSR Act shall have expired or been terminated (the “HSR Act Condition”) and (iii) the satisfaction or, andto the extent permissible, in any event, no more than two waiver by Parent or Merger Subsidiary of each of the other Offer Conditions. Promptly (2within the meaning of Section 14e-1(c) Business Days under the 1▇▇▇ ▇▇▇) after the Expiration Acceptance Time, Merger Subsidiary shall pay the Offer Price for such Shares. The date of acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date. .” The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub Subsidiary expressly reserve the right to increase waive any of the Offer Price or Conditions and to make any other changes change in the terms and of or conditions of to the OfferOffer (including raising the Offer Price); providedprovided that, however, that except with without the prior written approval consent of the CompanyCompany or unless otherwise expressly contemplated by this Agreement, neither Parent nor Merger Sub shall not Subsidiary shall: (i) waive or change the Minimum Tender Condition; (ii) decrease the Offer Price, ; (iiiii) change the form of consideration payable to be paid in the Offer, ; (iiiiv) reduce decrease the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, ; (ivv) extend or otherwise change the expiration date of the Offer except as otherwise provided herein; or (vi) impose additional Offer Conditions or otherwise amend, modify or waive the Minimum Condition, (v) amend supplement any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares Conditions or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner materially adverse in any material respect to the holders of Shares or Preferred the Shares. (d) Unless extended in accordance with the terms of this Agreement, the The Offer shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty 20 business days (20calculated as set forth in Rule 14d-l(g)(3) Business Days following under the commencement of 1▇▇▇ ▇▇▇) after the Offer Commencement Date (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if ). The date on which the Initial Expiration Date has been extended Offer finally expires (taking into account any extensions that may be elected or required pursuant to and in accordance with this Agreement, the date and time Section 2.01(d)) is referred to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, herein as the “Expiration Date”). (e) If on ” Notwithstanding the foregoing, if at any then then-scheduled Expiration Date, any expiration of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex IInitial Expiration Date), (i) have not been satisfied or waived by Merger SubSubsidiary shall, Merger Sub shall (and Parent shall cause Merger Sub it to) , extend the Offer for successive periods any period required by any rule, regulation, interpretation or position of up the SEC or Nasdaq applicable to ten the Offer or for any period otherwise required by Applicable Law; (10ii) Business Days eachMerger Subsidiary may, or such longer period as may be agreed between Merger Sub and and, if requested by the Company, in order to permit shall, extend the satisfaction of such conditionsOffer for one or more periods if any Offer Condition is not satisfied and has not been waived; provided, however, that Merger Sub Subsidiary shall not be required have the right to extend the Offer pursuant to this clause (ii) (A) beyond the Outside earlier of (x) December 5, 2012 and (y) the date that is five Business Days following the Proxy Statement Clearance Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for or (B) if such extension is prohibited by any period or periods required by applicable Applicable Law or applicable rulesany rule, regulationsregulation, interpretations interpretation or positions position of the SEC or its staff. Nasdaq; and (fiii) Merger Sub shall not terminate Subsidiary may extend the Offer if, at the date upon which the Offer is scheduled to expire, all of the Offer Conditions have been satisfied or waived and the Initial Marketing Period has not ended as of the last Business Day prior to any such scheduled expiration date until the earliest to occur of (1) the first Business Day after the Debt Providers have waived the condition in the Debt Commitment Letter relating to the Initial Marketing Period and (2) the first Business Day after the final day of the Initial Marketing Period. The Offer may be terminated prior to the Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub shall 11. (and Parent shall cause Merger Sub toe) promptly If (and in i) at any event within 24 hours following such terminationthen-scheduled Expiration Date (including the Initial Expiration Date), any Offer Condition shall not have been satisfied or waived and no further extensions or re-extensions are required or permitted pursuant to Section 2.01(d) or (ii) five Business Days have elapsed since the Proxy Statement Clearance Date, then Merger Subsidiary may irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Merger Sub, or (A) this Agreement is terminated prior pursuant to Article 11 or (B) there shall exist a Top-Up Impediment and Merger Subsidiary elects to terminate the Offer, then, in each case, Merger Subsidiary shall promptly irrevocably and unconditionally terminate the Offer. The parties hereto acknowledge and agree that the termination of the Offer shall not give rise to a right of termination of this Agreement except as expressly provided for herein and that, absent any such termination of this Agreement, the obligations of the parties hereunder other than those related to the Acceptance TimeOffer shall continue to remain in effect, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance including those obligations with applicable Law, all tendered Shares and Preferred Shares respect to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the OfferMerger. (gf) As soon as practicable on the date of the commencement of the OfferOffer Commencement Date, Parent and Merger Sub Subsidiary shall (i) file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements thereto and including exhibits thereto, the “Schedule TO”). The Schedule TO ) that shall includeinclude the summary term sheet required thereby and, as exhibits, the Offer to Purchase, Purchase and a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, amendments or supplements and exhibits thereto, the “Offer Documents”). Parent ) and Merger Sub agree to (ii) cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, Applicable Law (including the Exchange 1934 Act). Parent and Merger SubSubsidiary shall cause the Offer Documents to (A) comply with the applicable requirements of the 1934 Act and (B) 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; provided, however, no covenant, representation or warranty is made by Parent or Merger Subsidiary with respect to information supplied by the Company for inclusion in the Offer Documents. Parent and Merger Subsidiary shall cause the information supplied by Parent and its Affiliates specifically for inclusion in the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the one hand“Schedule 14D-9”), at the time the Schedule 14D-9 is filed with the SEC, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Subsidiary and the Company, on the other hand, agree Company agrees promptly to promptly notify the other party and correct any information provided by it for use in the Offer Documents, Documents if and to the extent that it such information shall have become (or shall have become known to be) false or misleading in any material respect or as otherwise required by applicable Law, respect. Parent and Merger Sub agrees Subsidiary shall use their reasonable best efforts to cause the Offer Documents, Documents as so corrected, corrected to be filed with the SEC and to be disseminated to holders of Shares and Preferred Shares, in each case, as and case to the extent required by the Exchange ActApplicable Law. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the comment on any Offer Documents Document each time before they are any such document is filed with the SEC, and Parent and Merger Sub Subsidiary shall give due consideration to any additions, deletions or changes suggested thereto reasonable comments made by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub Subsidiary shall provide the Company and its counsel with copies of (1) any comments or other communications, whether written comments, and shall provide them an oral summary of any oral commentsor oral, that Parent and Parent, Merger Sub Subsidiary or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or any of the Offer Documents promptly after receipt of such comments, those comments or other communications and any written or oral responses thereto. The Company and its counsel shall be given (2) a reasonable opportunity to review any such responses and participate in the response of Parent and Merger Sub shall give Subsidiary to those comments and to provide comments on that response (to which due consideration shall be given to reasonable comments), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the SEC. Each of Parent and Merger Subsidiary shall respond as promptly as practicable to any comments of the SEC or its staff with respect to the reasonable additions, deletions Offer Documents or changes suggested thereto by the Company and its counselOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 7, as promptly as practicable after the date hereof (but in no event later than January 13February 12, 20202024), Merger Sub shall (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase for cash any and all (i) Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, irrevocably accept for paymentpurchase, purchase and pay for all Company Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Company Shares that, considered together with the number of Shares and Preferred Company Shares (if any) then owned by Parent and Merger Sub (and excluding Company Shares tendered in the ParentOffer pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures), equals at least a majority in voting power of the voting power represented by the Company Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding as of the Expiration Date (the “Minimum Condition”); (b) the Merger Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (bc) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I.I (together with the Minimum Condition and the Termination Condition, the “Tender Offer Conditions”). (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Company Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Company Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger M▇▇▇▇▇ Sub, of the other conditions and requirements set forth in Annex ITender Offer Conditions, Merger Sub shall accept for payment purchase (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Company Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) three Business Days after the Expiration Date. The Offer Price payable in respect of each Company Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. Tender Offer Conditions. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to, at any time and from time to time, waive or modify any of the conditions to the Offer, increase the Offer Price Price, or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (provided that nothing herein shall limit the ability of Parent and Merger Sub to increase the cash consideration payable in the Offer), (iii) reduce the maximum number of Shares or Preferred Company Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition or the Termination Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Company Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Tender Offer set forth in Annex I heretoConditions, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Company Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. 12:00 midnight (New York City Delaware time) on the date that is twenty (20) 20 Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one or more successive extension periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, each in order to permit the satisfaction or waiver of such conditions; provided, however, that Merger Sub shall not be required (and Parent shall not be required to cause Merger Sub) to extend the Offer (i) beyond the Outside DateDate or (ii) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article 7. The “Outside Date” shall be June 20May 31, 20202024. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 77 prior to any scheduled Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 72 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Company Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Company Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Company Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, but in no event more than ten Business Days after the date hereof, Parent and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to shall cause the Offer Documents to be disseminated to holders of Company Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to shall promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to shall cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Company Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral a written summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such responses responses, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. The Merger Agreement requires that no later than ten (a10) Provided that this Agreement shall not have been terminated business days after the public announcement of the terms of the Merger Agreement, (i) Purchaser must file Purchaser's Tender Offer Statement on Schedule TO with the Commission and commence the Offer in accordance with Article 7, as promptly as practicable after the date hereof (but in no event later than January 13, 2020), Merger Sub shall (requirements of Regulations 14D and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 14E promulgated under the Exchange Act, the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price Act and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant Company must file with the Commission the Company's Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer, subject only to: (a) there being validly tendered in which accompanies this Offer to Purchase and contains the recommendation of the Company's Board of Directors that holders of Shares accept the Offer. The Purchaser Group and the Company have each agreed to use their respective reasonable best efforts to cause all the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause Conditions to be provided fulfilled and to Merger Sub on a timely basis funds sufficient avoid the occurrence of any event or to purchase and pay for cure any and all Shares and Preferred Shares, as applicable, event that Merger Sub shall become obligated may prevent the Offer Conditions from being fulfilled. The obligation of Purchaser to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all any Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following is subject only to the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant conditions to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase Section 13 (the “"Offer to Purchase”) that describes Conditions"). Without the terms and conditions prior written consent of the Offer in accordance with applicable Law and this AgreementCompany, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase Purchaser may not decrease the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce decrease the maximum number of Shares or Preferred Shares sought Purchaser seeks to be purchased purchase in the Offer, (iv) amendchange the Offer Conditions, modify or waive the Minimum Condition, (v) amend any of the other impose additional conditions to the Offer, or amend any other term of the Offer set forth in Annex I in a any manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions . Purchaser may waive any condition to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company; provided, except that Purchaser may waive the Minimum Condition only if this Agreement has been terminated more than 50% of the Shares are tendered in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares if BNS amends or Preferred Shares pursuant theretowaives the conditions of its Commitment Letter. If Subject to the satisfaction of all the Offer is terminated or Conditions as of any Expiration Date, Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn by Merger Sub, or this Agreement is terminated prior pursuant to the Acceptance Time, Merger Sub shall (and Offer as soon as practicable after the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf Expiration Date. BOARD REPRESENTATION. Promptly upon the purchase by Purchaser of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the commencement of the Offer, Parent Offer and Merger Sub shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect thereafter, Purchaser will be entitled to designate at least a number of directors, rounded up to the Schedule TO or next whole number, on the Offer Documents promptly after receipt Company's Board of such comments, Directors equal to the product of (i) the total number of directors on the Company's Board of Directors and any written or oral responses thereto(ii) Parent's and its affiliates' percentage of beneficial ownership of the outstanding Shares. The Company and its counsel shall must either increase the size of the Company's Board of Directors or secure the resignation of the necessary number of directors to enable Purchaser's designees to be given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration elected to the reasonable additionsCompany's Board of Directors, deletions or changes suggested thereto by and will cause such designees to be elected to the Company and its counselCompany's Board of Directors.

The Offer. (a) Provided that this Agreement shall not have been --------- terminated in accordance with Article 7Section 8.1 hereof and none of the events set forth in Annex I hereto shall have occurred and be continuing, as promptly as practicable after the date hereof (practicable, but in no event later than January 13September 5, 2020)2000, Merger Sub Purchaser shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Offer whereby Purchaser will offer to ------------ purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at of the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares that, together with the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred $55.75 per Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, and, subject to the conditions of the Offer and this Agreement, shall use reasonable best efforts to consummate the Offer. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of Shares, the Per Share Amount will be correspondingly adjusted on a per Share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of Shares. The obligation of Purchaser to consummate the Offer and to accept for payment any Shares tendered pursuant thereto shall be subject to the satisfaction of only those conditions set forth in Annex I. Subject to Section 1.1(b), Parent expressly reserves the right to waive any such condition or to increase the price per Share to be paid pursuant to the Offer. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable Federal back-up withholding or stock transfer taxes payable by the seller. The Company agrees that no Shares held by the Company will be tendered pursuant to the Offer. (b) Without the prior written consent of Taxes required by the Company, Purchaser shall not (i) decrease or change the form of the Per Share Amount, (ii) decrease the number of Shares sought in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I), (iv) impose additional conditions to the Offer, or (v) amend any other term of the Offer in any manner adverse to the holders of Shares; provided, however, that if on the initial expiration date of -------- ------- the Offer, which will be 20 Business Days following commencement of the Offer (together with any extensions thereof, the "Expiration Date"), all conditions to --------------- the Offer shall not have been satisfied or waived, Purchaser may, and at the Company's request will, extend the Expiration Date from time to time for such additional periods not to exceed 30 calendar days in the aggregate in order to permit such conditions to be satisfied (but not beyond the Outside Date), and Purchaser may amend any term of the Offer in any manner not materially adverse to the Stockholders. Notwithstanding that all conditions to the Offer have been satisfied, Parent may, in its sole discretion, extend the Expiration Date for up to 10 Business Days. In the event that the Minimum Condition has been satisfied and all other conditions to the Offer have been satisfied or waived but less than 100% of the Class A Shares and 90% of the Class B Shares, calculated on a fully diluted basis, have been validly tendered and not withdrawn on the Expiration Date, Purchaser shall accept and purchase all of the Shares tendered in the initial offer period and may notify Stockholders of Purchaser's intent to provide a "subsequent offer period," as long as providing for the subsequent offering period does not require the extension of the initial offer period under applicable Lawrules and regulations of the Securities and Exchange Commission (the "SEC"), for tender of at least 100% of the Class A Shares and --- 90% of the Class B Shares pursuant to Rule 14d-11 of the Exchange Act, which subsequent offer period shall not exceed 10 Business Days. Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions set forth in this Agreementof the Offer, accept for payment and purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. For the benefit of the Stockholders, Parent shall cause Purchaser to have sufficient funds to make all payments required to be made pursuant to Sections 2.6 and 2.8 hereof, and Parent shall cause Purchaser to comply with all of its obligations hereunder. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that except with the prior written approval of the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to the Offer set forth in Annex I in a manner adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on any then scheduled Expiration Date, any of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied or waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in accordance with Article 7. If this Agreement is terminated in accordance with Article 7, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) As soon as practicable on the date of the public announcement of the Offer, Purchaser will file or cause to be filed with the SEC the joint press release announcing the Offer on Schedule TO ("Schedule TO"), and as soon as ----------- practicable on the date of commencement of the Offer, Parent and Merger Sub shall Purchaser will file or cause to be filed with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement tender offer statement on Schedule TO which will contain an offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, with any supplements or amendments thereto or any other documents filed by Parent or Purchaser with the SEC with respect to the Offer (together with all amendments, supplements and exhibits theretorelated transactions, the “Schedule TO”"Offer Documents"). The Schedule TO shall includeEach of Parent, as exhibits, Purchaser and --------------- the Offer Company agrees promptly to Purchase, a form of letter of transmittal and a form of summary advertisement (collectively, together with any amendments, supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Schedule TO or the Offer Documents, Documents if and to the extent that it 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 as otherwise required by applicable Lawthe 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 Merger Sub Purchaser further agrees to take all steps necessary to cause the Offer DocumentsSchedule TO, as so correctedcorrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub shall give due consideration to any additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses theretoapplicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any such responses and Parent and Merger Sub shall give due consideration to Offer Documents before they are filed with the reasonable additions, deletions or changes suggested thereto by the Company and its counselSEC.

The Offer. (a) Provided Provided, that this Agreement shall not have been terminated in accordance with Article 7its 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 after decree, judgment, injunction or ruling of a Governmental Authority of competent jurisdiction enjoining, restraining or otherwise prohibiting the date hereof (but in commencement of the Offer and no event later than January 13Law having been enacted, 2020)entered, Merger Sub enforced, promulgated, amended, issued or deemed applicable to Parent, the Company or any subsidiary or affiliate thereof having such effect, Purchaser shall (and Parent shall cause Merger Sub Purchaser to) commence, commence (within the meaning of Rule 14d-2 under the Exchange Act, ) the Offer as promptly as reasonably practicable, but no later than seven (7) business days (commencing with the first business day after the date of this Agreement), after the date hereof. Following such launch, each of Parent and Purchaser shall use its reasonable best efforts to purchase for cash any consummate the Offer, subject to the terms and all conditions hereof. (ib) Shares (other than Shares The obligation of Purchaser to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all any Company Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior validly withdrawn) shall be subject to the Expiration Date that number satisfaction or waiver pursuant to the terms hereof of Shares and Preferred Shares that, together with (x) the number of Shares and Preferred Shares (if any) then owned by the Parent, equals at least a majority of the voting power represented by the Shares and Preferred Shares (voting on an as-converted basis in accordance with the Certificate of Designations) that are then issued and outstanding condition (the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, that at least that number of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex I, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) and pay for all Shares and Preferred Company Shares validly tendered and not properly withdrawn prior to the expiration date of the Offer, when added to any Company Shares already owned by Parent or any of its controlled Subsidiaries, if any, equal to fifty point one percent (50.1%) of the sum of the then outstanding Company Shares plus (without duplication) a number equal to the number of Company Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights with an exercise price below the Per Share Amount, including the Company RSUs and Company Stock Options, in each case, which are convertible or exercisable on or prior to the later of (i) September 30, 2010 and (ii) the Outside Date, as the same may be extended pursuant to the Offer as soon as practicable following terms hereof and (y) the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration Date. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the other conditions set forth in this Agreement. (c) The Offer shall be made by means of an offer to purchase Annex A hereto (the conditions described in clauses (x) and (y) are collectively referred to as the “Tender Offer to PurchaseConditions”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub ). Purchaser expressly reserve reserves the right (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 Offer Price or price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that except with without the prior written approval consent of the CompanyCompany no change may be made that decreases the Per Share Amount (except as provided in Section 2.1(i)), Merger Sub shall not (i) decrease the Offer Price, (ii) change changes the form of consideration payable in the Offer, (iii) reduce adds to the maximum conditions to the Offer, extends the Offer other than as set forth in this Section 2.1, decreases the number of Shares or Preferred Company Shares sought to be purchased in the Offer, (iv) amend, modify or waive the Minimum Condition, (v) amend any of the other conditions to extends the Offer set forth in Annex I other than in a manner adverse pursuant to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, (vii) except as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate the Expiration Date, or (viii) otherwise modify or amend any of the other terms of the Offer in a manner adverse in any material respect to the holders of Shares or Preferred Shares. (d) Unless extended in accordance with the terms of this AgreementSection 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 Company Shares. (c) Subject to the terms and conditions thereof, the Offer shall expire at one minute after 11:59 p.m. (remain open until midnight, New York City time, at the end of the twentieth (20th) on business day beginning with (and including) the date that is twenty (20) Business Days following the commencement of the Offer is commenced (determined using in accordance with Rule 14d-1(g)(3) promulgated under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”), unless the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, the provisions of Section 2.1(d) or as required by applicable Laws or the interpretations of the SEC (in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire). (ed) If on any then scheduled Expiration Date, any of Notwithstanding the conditions foregoing or anything to the Offer (including the Minimum Condition and the other conditions and requirements contrary set forth in Annex Ithis Agreement, unless this Agreement shall have been terminated in accordance with Section 9.1, (i) have not been satisfied or waived by Merger Sub, Merger Sub Purchaser shall (and Parent shall cause Merger Sub to) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or the Nasdaq Stock Market that is applicable to the Offer, and (ii) if, on the initial Expiration Date or any subsequent date as of which the Offer is 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 ten 10 business days each (10) Business Days eacheach such extension period, or such longer period as may be agreed between Merger Sub and the Company, in order to permit the satisfaction of such conditionsan “Additional Offer Period”); provided, however, that Merger Sub notwithstanding the foregoing clauses (i) and (ii) of this Section 2.1(d), (A) if any of the events set forth in clause (iii)(a) of Annex A 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 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 20 business days, to permit the Minimum Condition to be satisfied; and (C) in no event shall Purchaser be required to extend the Offer beyond the Outside Date; provided further, that the foregoing 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) 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 20 business days (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act). The “Outside Date” shall be June 20Notwithstanding the foregoing, 2020. In addition, Merger Sub no extension provided for in this Section 2.1(e) shall extend 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 period or periods required by applicable Law or applicable rules, regulations, interpretations or positions such shares of the SEC or its staff. (f) Merger Sub Company Common Stock are tendered during such subsequent offering period. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, Company except if this Agreement has been terminated in accordance with Article 7. If the event that this Agreement is terminated in accordance with Article 7pursuant to Section 9.1. (f) In the event that this Agreement is terminated pursuant to Section 9.1, Merger Sub Purchaser shall (and Parent shall cause Merger Sub Purchaser to) promptly (and in any event within 24 twenty four (24) hours following of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offer. (g) 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 all Company Shares validly tendered and not withdrawn promptly following the expiration of the Offer (the time and date of the acceptance for payment, the “Acceptance Date”). 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. (h) As soon promptly as reasonably practicable on the date of the commencement of the Offer, Parent and Merger Sub Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements and exhibits thereto, the “Schedule TO”)) with respect to the Offer. The Schedule TO shall include, as exhibitscontain 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 will be made (the Schedule TO, the Offer to Purchase, a form of letter of transmittal Purchase and a form of summary advertisement (collectivelysuch other documents, together with any amendmentsall exhibits, supplements and exhibits amendments thereto, being referred to herein collectively as the “Offer Documents”). Parent and Merger Sub agree Purchaser shall use its reasonable best efforts to cause the Offer Documents to be disseminated to holders of Company Shares and Preferred Shares, as and in all material respects to the extent required by applicable federal securities Laws, including the Exchange Actlaws. Parent and Merger SubPurchaser 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, on the one hand, Purchaser and the Company, on the other hand, Company agree to correct promptly notify the other party and correct any information provided by it any of them for use in the Offer Documents, if and to the extent Documents that it shall have become false or misleading in any material respect or as otherwise required by applicable Lawrespect, and Merger Sub agrees Parent and Purchaser further agree to use reasonable best efforts to cause the Offer DocumentsSchedule TO, as so corrected, to be filed with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Shares and Preferred Company Shares, in each case, case in all material respects as and 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 extent required Offer Documents or any action contemplated by the Exchange Actthis Section 2.1(h). Except following a Change of Board Recommendation, Parent and Purchaser shall give 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 it is filed with the SEC, and Parent and Merger Sub Purchaser shall give due reasonable and good faith consideration to any additions, deletions or changes suggested thereto comments made by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub shall Purchaser agree to (i) provide the Company and its counsel in writing with copies of any written commentscomments Parent, and shall provide them an oral summary of any oral comments, that Parent and Merger Sub Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO 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 responses thereto. The 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 and its counsel 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 given a reasonable opportunity to review any such responses and Parent and Merger Sub shall give due consideration adjusted to the reasonable additions, deletions or changes suggested thereto by the Company and its counselextent appropriate.

The Offer. (a) Provided that this Agreement shall not have been terminated previously in accordance with Article 7Section 7.1, as promptly as practicable after the date hereof (but in no event later than January 13hereof, 2020), Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer to purchase for cash any and all (i) Shares (other than Shares to be cancelled in accordance with Section 2.1(b)) at the Share Offer Price and (ii) Preferred outstanding Shares at the Preferred Share Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares and Preferred Shares, as applicable, validly tendered and not properly withdrawn pursuant to the Offer, subject only to: (ai) there being validly tendered in the Offer (in the aggregate) and not properly withdrawn prior to the Expiration Date that number of Shares and Preferred Shares thatwhich, together with the number of Shares and Preferred Shares (if any) then owned of record by Parent or the ParentPurchaser or with respect to which Parent or the Purchaser otherwise has, equals directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and no less than a majority of the voting power represented by of the Shares and Preferred Shares (voting on an as-converted basis in accordance with shares of capital stock of the Certificate of Designations) that are Company then issued and outstanding (determined on a Fully Diluted Basis) and entitled to vote in the election of directors and upon the adoption of this Agreement and approval of the Merger (collectively, the “Minimum Condition”); and (bii) the satisfaction, or waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth in Annex I. (b) On or prior to the date that Merger Sub becomes obligated to pay for Shares and Preferred Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares and Preferred Shares, as applicable, that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Merger SubParent or the Purchaser, of the other conditions and requirements set forth in Annex I, Merger Sub the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment (and, through a paying agent who shall be reasonably acceptable to the time of such acceptanceCompany, the “Acceptance Time”) and pay for all Shares and Preferred Shares validly tendered and not properly withdrawn pursuant to the Offer as soon promptly as practicable following the Expiration Date, and, in any event, no more than two (2) Business Days after the Expiration DatePurchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share and Preferred Share, as applicable, validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth Law in this Agreementaccordance with Section 2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. To the extent permitted by applicable Law, Parent and Merger Sub the Purchaser expressly reserve the right to increase waive any conditions to the Offer Price or set forth in Annex I and to make any other changes in the terms and conditions of the Offer, such as an increase in the Offer Price; provided, however, that except with unless otherwise contemplated by this Agreement or as previously approved by the prior written approval of Company in writing, the Company, Merger Sub Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares or Preferred Shares sought to be purchased in the Offer, (iv) amendimpose conditions to the Offer in addition to those set forth in Annex I, modify (v) amend or waive the Minimum Condition, (vvi) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner materially adverse to the holders of Shares or Preferred Shares, (vi) impose conditions to the Offer that are in addition to the conditions to the Offer set forth in Annex I hereto, or (vii) except extend the Expiration Date in a manner other than in accordance with this Agreement; provided, further, however, that in the event the aggregate amount of the Company’s Expenses exceeds or is expected to exceed the Company Expense Cap as provided in Sections 1.1(e) and 1.1(f), terminate, accelerate or otherwise modify or amend the Offer to accelerate of the Expiration Date, the Purchaser may, in its sole discretion, decrease the Offer Price by the Excess Company Expense Per Share Amount and extend the Offer as required by applicable Law or (viii) otherwise modify applicable rules, regulations, interpretations or amend any positions of the other terms of U.S. Securities and Exchange Commission (the Offer in a manner adverse in any material respect to the holders of Shares “SEC”) or Preferred Sharesits staff. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer or, if later, the date that is thirty (determined using Rule 14d-1(g)(330) promulgated under Business Days following the Exchange Act) announcement of the execution and delivery of this Agreement (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to on which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If As long as the Agreement has not been terminated previously pursuant to Section 7.1, if on or prior to any then scheduled Expiration Date, any all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied satisfied, or waived by Merger SubParent or the Purchaser, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) extend the Offer for successive periods of up to ten twenty (1020) Business Days each, or the length of each such longer period as may to be agreed between Merger Sub and the Companydetermined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that Merger Sub the Purchaser shall not be required to to, but at its election may, extend the Offer beyond (i) if the Minimum Condition is the only condition to the Offer that has not been satisfied, or waived by Parent or the Purchaser, or (ii) on or after March 18, 2011 (the “Outside Date”) if any other condition to the Offer has not been satisfied on or prior to the Outside Date. The “Outside Date” shall be June 20, 2020. In addition, Merger Sub the Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff. If the Offer otherwise has not been extended on or prior to the Initial Expiration Date, the Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer at the request of the Company for one period of not more than ten (10) Business Days so long as no Acquisition Proposal shall have been publicly disclosed or otherwise communicated to the senior management of the Company or the Company Board. The Purchaser shall, and Parent shall cause the Purchaser to, extend the Offer at the request of the Company one time only for a period of three (3) Business Days (a “Cure Period Extension”) if upon the Expiration Date there shall be a failure of the condition specified in paragraph (b)(iv) of Annex I with respect to which the Company will not have at least three (3) Business Days’ written notice prior to the Expiration Date, so long as (x) no Acquisition Proposal shall have been previously publicly disclosed or otherwise communicated to the senior management of the Company or the Company Board and (y) the breach giving rise to the failure of the condition specified in paragraph (b)(iv) of Annex I is capable of being cured. (f) Merger Sub If necessary to obtain sufficient Shares to reach the Short Form Threshold, and the Top-up Option is unavailable or insufficient to permit the Purchaser to reach the Short Form Threshold immediately after the Acceptance Time, the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement has been is terminated in accordance with pursuant to Article 7. If this Agreement is terminated in accordance with pursuant to Article 7, Merger Sub the Purchaser shall (and Parent shall cause Merger Sub the Purchaser to) promptly (and in any event within 24 72 hours following of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares or Preferred Shares pursuant theretoOffer. If the Offer is terminated or withdrawn by Merger Subthe Purchaser, or this Agreement is terminated prior to the Acceptance Timepurchase of Shares in the Offer, Merger Sub the Purchaser shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub the Purchaser to return, in accordance with applicable Law, all tendered Shares and Preferred Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Shares or Preferred Shares pursuant to the Offerthereof. (gh) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase, a form of letter of transmittal and transmittal, a form of summary advertisement and other ancillary documents and instruments, if any, in respect of the Offer (collectively, together with any amendments, amendments and supplements and exhibits thereto, the “Offer Documents”). Parent and Merger Sub the Purchaser agree to cause the Offer Documents to be disseminated to holders of Shares and Preferred Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Parent and Merger Subthe Purchaser, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and Merger Sub agrees Parent and the Purchaser agree to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares and Preferred Shares, in each case, case as and to the extent required by the Exchange Act. Except following a Change of Board Recommendation, the The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Merger Sub the Purchaser shall give due consideration to any the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except following a Change of Board Recommendation, Parent and Merger Sub the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall provide inform them an oral summary of any oral comments, that Parent and Merger Sub Parent, the Purchaser or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and Merger Sub the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.