Common use of The Offer Clause in Contracts

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided that nothing The Borrower shall have occurred that would give rise not permit Bidco (without the Arrangers’ prior written consent (such consent not to a right be unreasonably withheld, conditioned or delayed)) (i) to terminate amend, supplement, modify, waive or treat as satisfied any condition of the Offer, the Convertible Offer or the Private Sale or (ii) amend, supplement, modify or waive (A) any term of the Offer pursuant Document after submission to BaFin, (B) any term of the Convertible Offer Document after publication or (C) any term of the Purchase Agreement, or grant any consent under any of them, in each case in any respect that, in the aggregate, is materially adverse to the Lenders, provided that any amendment, supplement, modification, waiver or treatment as satisfied of any of the conditions set forth Key Offer Terms or Key Convertible Offer Terms (other than an amendment or supplement of an administrative or technical nature and other than in Annex I, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement connection with a reduction of the execution of this AgreementMaximum Offer Consideration or the Maximum Convertible Offer Consideration) shall, Merger Subsidiary in each case be deemed to be materially adverse to the Lenders. The Borrower shall amend not, without the Offer Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)), permit (i) increase the purchase price consideration to $6.50 per Share (the “Offer Price”), net be paid to the seller shareholders of Target in cashconnection with the Offer and to be paid under the Purchase Agreement to exceed, on a price or value per share basis, the Maximum Offer Consideration and (ii) provide that the conditions consideration per Convertible Bond to be paid to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date holders of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated Convertible Bonds in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance connection with the terms of the Convertible Bond Offer prior to the expiration date of the Offer and not withdrawnexceed, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted price or value per bond basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Maximum Convertible Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer ConditionsConsideration. (b) Merger Subsidiary expressly reserves the right Without prejudice to waive any of the Offer Conditions above, without the Arrangers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower shall not and shall not permit Bidco or any other Affiliate (or any person acting collectively with Borrower, Bidco or any of their Affiliates within the meaning of Section 2(5) of the German Takeover Act) to (i) enter into agreements which entitle them to demand the transfer of title to shares of the Target or Convertible Bonds if such agreements contain more or different closing conditions than the ones set forth in Section 4.2.1 of the Purchase Agreement unless the settlement of those agreements occurs no later than the Closing Date, (ii) take any actions or measures which would result in an attribution of voting rights pursuant to Section 30 of the German Takeover Act pursuant to Section 4.2.1(iii) of the Purchase Agreement without being able to legally ensure that such voting rights can be exercised by Bidco in the general meeting resolving upon the Domination Agreement; this shall apply mutatis mutandis to an attribution pursuant to Section 4.2.1(v)(C) of the Purchase Agreement or (iii) take any action to declare a special dividend of Target at any time prior to the execution of a Domination Agreement that would decrease the conversion price under any bond convertible into shares in the Target to the extent that it would conflict with the Borrower’s obligation under Section 6.12(d). (c) The Borrower shall not permit Bidco to take any action or step (or permit the taking of any action or step) which may result in Bidco, the Borrower or any of its Subsidiaries being or becoming obliged to make a mandatory offer pursuant to Section 35 of the German Takeover Code. (d) Except as required by law or regulation, the Borrower shall not, and not permit BidCo nor any of its other Subsidiaries to make any statement or announcement (other changes than in the terms of Offer Document) which contains any information or conditions to statement concerning the Offer; provided that Loan Documents or the Arrangers, Agents or Lenders without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)Arrangers. (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth been terminated in Annex Iaccordance with Article 7, as promptly as practicable after the date hereof, hereof (but in no event later than three Business Days following the public announcement of the execution of this AgreementJanuary 13, 2020), Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate 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 its terms 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 each Share 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 and promptly as soon as practicable following the acceptance of Shares for payment pursuant to Expiration Date, and, in any event, no more than two (2) Business Days after the Offer pay the Expiration Date. The Offer Price (without interest) for payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for paymentPreferred Share, and pay the Offer Price (without interest) foras applicable, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid to the satisfactionseller in cash, or waiver without interest, subject to any withholding of Taxes required by Parent or Merger Subsidiaryapplicable Law, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by means of each an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer Conditions. (b) 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 Subsidiary Sub expressly reserves reserve the right to waive any of increase the Offer Conditions and Price or to make any other changes in the terms and conditions of or conditions to the Offer; provided provided, however, that without except with the prior consent written approval of the Company Company, Merger Sub shall not (which consent may be granted or withheld by i) decrease the Company in its sole discretion) (A) the Minimum Condition may not be waivedOffer Price, (Bii) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer, amends (iii) reduce the maximum number of Shares or adds 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 Conditions set forth in Annex I in a manner adverse to the holders of Shares or amends 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 term terms of the Offer in any a manner adverse in any material respect to the stockholders 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, (C) in order to permit the expiration date satisfaction of such conditions; provided, however, that Merger Sub shall not be extended except as otherwise provided hereinrequired to extend the Offer beyond the Outside Date. The “Outside Date” shall be June 20, and 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. (Df) Merger Subsidiary Sub shall not terminate the Offer prior to any scheduled expiration date Expiration Date without the prior written consent of the Company, except if this Agreement has been terminated in the event that accordance with Article 7. If this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoingin accordance with Article 7, (x) Merger Subsidiary Sub shall (or at the request of the Company, and Parent shall cause Merger Subsidiary Sub to) extend promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer if at and shall not acquire any Shares or Preferred Shares pursuant thereto. If the scheduled Offer is terminated or extended expiration 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 Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration commencement of the Offer, Parent and Merger Subsidiary shallSub shall file with the SEC, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of 14d-3 under the 1934 Exchange Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for paymentexhibits thereto, the “Acceptance DateSchedule TO”). (c) As promptly . The Schedule TO shall include, as practicable after exhibits, the date hereofOffer to Purchase, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement a form of summary advertisement (collectively, together with any amendments or amendments, supplements and exhibits thereto, the “Offer Documents”), . Parent and (ii) Merger Sub agree to the extent required by applicable U.S. federal 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 ParentParent and Merger Sub, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit on the other hand, agree to state any material fact required to be stated therein or necessary in order to make promptly notify the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent other party and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect. Merger Subsidiary shallrespect or as otherwise required by applicable Law, and shall cause its Affiliates to, use their respective reasonable best efforts Merger Sub agrees to cause the Schedule TO Offer Documents, as so corrected corrected, to be filed with the SEC and the 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 applicable U.S. federal securities lawsthe 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 and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof responses and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, Parent and Merger Subsidiary Sub shall give reasonable and good faith due consideration to any comments made the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided As promptly as practicable (and in any event within ten (10) Business Days) after the date hereof, the Purchaser shall (and Parent shall cause 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 all the outstanding Common Shares at the Common Offer Price and all the outstanding Preferred Shares at the Preferred Offer Price. The obligation of the Purchaser to commence the Offer shall be subject only to the condition that nothing none of the events set forth in clauses (c)(i) through (c)(iv) of Annex I hereto shall have occurred that would give rise and be continuing (and not waived by Parent or the Purchaser in their sole discretion), and the obligation of the Purchaser to a right accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to terminate the Offer pursuant shall be subject only to: (i) there being validly tendered in the Offer and not properly withdrawn prior to any the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned of record by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Common Shares then outstanding (determined on a Fully Diluted Basis) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after Purchaser is legally permitted to do so under applicable Law. For the date hereofavoidance of doubt, but the Acceptance Time shall not occur (and Purchaser may not accept for payment any Shares tendered pursuant to the Offer) prior to the Initial Expiration Date or if the Minimum Condition is not satisfied. The Common Offer Price and Preferred Offer Price payable in no event later than three Business Days following the public announcement respect of the execution of this Agreementeach Common Share and Preferred Share, Merger Subsidiary shall amend respectively, validly tendered and not properly withdrawn pursuant to the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). (iic) provide that the conditions to the The Offer shall be as made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I I. Parent and the Purchaser expressly reserve the right to increase the Common Offer Price and the Preferred Offer Price in proportion to each other or to make any other changes in the terms and conditions of the Offer; provided, however, that no other conditions unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the Purchaser shall applynot (i) decrease the Common Offer Price or the Preferred Offer Price, (ii) change the form of consideration payable in the Offer, (iii) provide that reduce the expiration date maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend or modify any term, condition or requirement of the Offer in a manner adverse to the holders of Shares, (vi) add any additional condition to the Offer or (vii) extend or change the Expiration Date in a manner other than in accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall be expire at midnight (New York City time) on the date that is ten twenty (20) Business Days following the commencement of the Offer (for this purpose calculated the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The , the date on which the Offer shall be subject has been so extended (the Initial Expiration Date, or such later date to which the condition that there shall be validly tendered Initial Expiration Date has been extended in accordance with this Agreement, the terms “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the Offer prior conditions to the expiration date of Offer (including the Offer Minimum Condition and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions and requirements set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (xI) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has have not been satisfied, or waived by Parent or Merger Subsidiarythe Purchaser, Merger Subsidiary the Purchaser may, and, if requested by the Company, shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary Purchaser to) extend the Offer for successive periods of up to ten (10) Business Days each, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; provided, however, that neither Parent nor the Purchaser shall be required to extend the Offer (i) beyond April 22, 2011 (the “Outside Date”), (ii) if either of the conditions set forth in clause (c)(iii) or (c)(iv) of Annex I are not at such time satisfied in accordance with this Agreement (other than any such conditions that are not so satisfied or waived under circumstances in which the scheduled breach or extended expiration date breaches preventing such conditions from being satisfied may, by their nature, be cured by the Company through the exercise of its reasonable efforts for a period not greater than forty-five (45) days, in which case the Company may (if all other conditions set forth in clauses (c)(iii) and (c)(iv) of Annex I are satisfied) request one or more extensions of the Offer any pursuant to this sentence for up to forty-five (45) days in the aggregate) or (iii) 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 in accordance with Section 5.4(c), except to the extent that (A) prior to the expiration of the conditions Offer the Acquisition Proposal giving rise to such notice has been withdrawn or the Offer shall 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 or (B) less than three (3) Business Days have elapsed since the Company has received such Acquisition Proposal and there has not be satisfied or waivedbeen a Change of Board Recommendation. In addition, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary Purchaser shall extend the Offer (i) for any period or periods required by any ruleapplicable Law or applicable rules, regulationregulations, interpretation interpretations or position positions of the U.S. Securities and Exchange Commission (the “SEC”) or its staff or (ii) following Parent’s receipt of written notice from the Nasdaq Global Market applicable Company within the three (3) Business Day period immediately preceding (and including) the Expiration Date advising Parent that the Company Board intends to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent make a Change of Board Recommendation or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i5.4(d), in which case Merger Subsidiary shall be required until (and including) the third (3rd) Business Day following the date of such receipt. (f) If necessary to extend obtain sufficient Common Shares and Preferred Shares to reach the Offer beyond Short Form Threshold (without regard to the End Date. Following expiration exercise of the OfferTop-Up Option), Merger Subsidiary shallthe Purchaser may, and, if requested by the Company, or may, in its sole discretionshall (and shall cause the Purchaser to), provide for a “subsequent offering period (“Subsequent Offering Period”) period” in accordance with Rule 14d-11 under the Exchange Act of the 1934 Actat least three (3) Business Days. Subject to the foregoingterms and conditions of this Agreement and the Offer, including the requirements of Rule 14d-11Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and upon 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 is terminated pursuant to Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall (and subject Parent shall cause the Purchaser to) promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the conditions purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, Merger Subsidiary shallParent and the Purchaser shall file with the SEC, and Parent shall cause it toin accordance with Rule 14d-3 under the Exchange Act, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for paymentexhibits thereto, the “Acceptance DateSchedule TO”). (c) As promptly . The Schedule TO shall include, as practicable after exhibits, the date hereofOffer to Purchase, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement a form of summary advertisement (collectively, together with any amendments or and supplements thereto, the “Offer Documents”), . Parent and (ii) the Purchaser agree to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares, as and to the extent required by the Exchange Act. Each of Parent, Merger Subsidiary Parent and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer DocumentsPurchaser, when filed with the SEC and on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit on the other hand, agree 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 Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents Documents, if and to the extent that such information it shall have become false or misleading in any material respect. Merger Subsidiary shallrespect or as otherwise required by applicable Law, and shall cause its Affiliates to, use their respective reasonable best efforts Parent and the Purchaser agree to cause the Schedule TO Offer Documents, as so corrected corrected, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is they are filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer DocumentsSEC, and Merger Subsidiary Parent and the Purchaser shall give reasonable and good faith due consideration to any comments made the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Subsidiary the Purchaser shall provide the Company and its counsel with copies of any written or comments, and shall inform them of any oral comments comments, that Parent, Merger Subsidiary the Purchaser or their respective Affiliates or counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly, but in no event later than twenty-four hours, promptly after the receipt of such comments, and, subject 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 the Purchaser shall give due consideration to the provisions hereofreasonable additions, promptly respond to such commentsdeletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any been terminated in accordance with Section 8.1 and none of the events or conditions set forth in subparagraphs (a) through (c) of Annex II shall have occurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as reasonably practicable after and, in any event, within five (5) Business Days of the date hereofof this Agreement, but in no event later than three Business Days following Parent and Merger Sub shall amend the public announcement of Pending Offer to reflect the execution of this Agreement, Agreement and the terms hereof. The obligations of Merger Subsidiary shall amend Sub to accept for payment and to pay for (and the obligation of Parent to cause Merger Sub to accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Agreement) and not properly withdrawn shall be subject to (i) increase the purchase price there being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City such time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer not properly withdrawn prior to the expiration date of the Offer (as it may be extended and not withdrawn, a re-extended in accordance with this Agreement) that number of Shares that, together with the Shares then owned by Parent and its Affiliates, shares of Company Common Stock which represents a majority of the total number shares of Shares Company Common Stock outstanding on a fully-diluted basis, without regard including after giving effect to whether any convertible or exchangeable securities are then vested and exercisable the issuances of shares of Company Common Stock pursuant to Section 2.12 (the “Minimum Condition”), and (ii) and to the other events or conditions set forth in Annex I and to no other conditions. I. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger SubsidiaryOffer, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) ), in accordance with the terms of the Offer, consummate the Offer in accordance with its terms and accept for payment each Share and pay for all shares of Company Common Stock (the time of such first acceptance, the “Acceptance Time”) validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance after expiration of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends which shall initially be the later of April 2, 2010 or adds to the Offer Conditions or amends any other term date that is fifteen (15) Business Days after the date of this Agreement; provided, however, that (w) if on the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), any of the events or conditions to the Offer set forth on Annex I shall exist and, subject to the provisions of this Agreement, shall not be satisfied or waivedhave been waived by Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to), from time to time time, extend the Offer for consecutive periods of not more than five (5) Business Days each until the earlier of (A) the date on which all of the events or conditions set forth in Annex I cease to exist or, subject to the provisions of this Agreement, are waived by Merger Sub and (B) the date on which this Agreement is terminated in accordance with ARTICLE VIII; provided that Merger Sub shall have no obligation to (and Parent shall have no obligation to cause Merger Sub to) so extend the Offer if (1) the events or conditions set forth in subsections (ii), (iii) and (iv) of the first paragraph of Annex I and subparagraph (a) of Annex I shall have ceased to exist, or subject to the provisions of this Agreement, been waived by Merger Sub, for a period of not less than ten (10) Business Days prior to the initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement) and, with respect to subsections (ii), (iii) and (iv) of the first paragraph of Annex I, such facts shall be reflected in an amendment to the Offer Documents prior to the start of such ten (10) Business Day period, (2) the events or conditions are set forth in subparagraphs (b), (c) and (d) of Annex I shall have ceased to exist or, subject to the provisions of this Agreement, been waived by Merger Sub, as of such expiration date and (3) the Minimum Condition is not satisfied as of such expiration date, (other than conditions which by their nature are to be satisfied x) if on the Acceptance Dateinitial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended and re-extended in accordance with this Agreement), the Company shall have delivered to Parent a valid Section 8.1(d) Notice, Merger Sub shall (and Parent shall cause Merger Sub to), from time to time, extend the Offer for consecutive periods of not more than five (5) Business Days each until the earlier of (A) the date on which all of the events or waived; conditions set forth in the paragraph immediately following Section 8.1(d)(i) cease to exist or are waived by the Company and (B) the date on which this Agreement is terminated in accordance with ARTICLE VIII, (y) Merger Subsidiary shall Sub may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission SEC (or the “SEC”staff thereof) or the Nasdaq Global Market NYSE applicable to the Offer; provided that in no event shall Offer and (z) Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or Sub may, in its sole discretion, provide a “subsequent offering period (“Subsequent Offering Period”) period” in accordance with Rule 14d-11 under the Exchange Act; provided that, in the case of clauses (w), (x), (y) and (z), in no event shall the Offer extend beyond the Walk-Away Date. Merger Sub expressly reserves the right from time to time to waive any of the 1934 Act. Subject conditions set forth in Annex I (other than the Minimum Condition, the Registration Condition, the Listing Condition and the condition set forth in subparagraph (e) of Annex I) or to increase the foregoing, including the requirements of Rule 14d-11, and upon Offer Price or to make any other changes in the terms and subject to the conditions of the Offer; provided that, without the prior written consent of the Company, Merger Subsidiary shallSub shall not decrease the Offer Price, and Parent change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer in a manner materially adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer, reduce the time period during which the Offer shall cause it toremain open or, accept except for payment and pay forany extension required or permitted hereunder, extend or otherwise change the expiration date of the Offer, or amend, modify or supplement any other term of the Offer in any manner adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer. (b) Subject to the first sentence of Section 2.1(a), as promptly as reasonably practicable after the expiration and, in any event, within five (5) Business Days of the Offerdate of this Agreement, all Shares (1) validly tendered and not withdrawn pursuant in order to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of reflect the execution of this AgreementAgreement and the terms hereof, Merger Subsidiary shall, and Parent shall file or cause its Affiliates to, to be filed with the SEC (i) file with the SEC an amendment to Parent’s registration statement on Form S-4 (as it may be amended or supplemented, the “Form S-4”) and (ii) an amendment to Parent’s and Merger Sub’s tender offer statement on Schedule TO, which shall include a revised offer as amended, each originally filed on March 5, 2010 with respect to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement Pending Offer (collectively, such schedule together with the Form S-4, and the documents included therein pursuant to which the Offer is made, and any amendments or and supplements thereto, the “Offer Documents”), . Each Party shall use its best efforts (i) to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (ii) to have removed as promptly as reasonably practicable any stop order suspending its effectiveness. Subject to the extent required by applicable U.S. federal securities lawsCompany’s compliance with Section 2.2(c), Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Sharesshares of Company Common Stock as required by applicable U.S. federal securities Laws. Each of ParentParent and Merger Sub, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit on the other hand, agree 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 Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respectrespect or as otherwise required by Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agree to take all steps necessary to cause the Schedule TO Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case shares of Company Common Stock as and to the extent required by applicable U.S. federal securities lawsLaws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 2.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is they are filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer DocumentsSEC. In addition, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary Sub shall provide the Company and its counsel with (i) any comments or communications, whether written or oral comments oral, that Parent, Merger Subsidiary Sub or their respective Affiliates or counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptlypromptly after Parent’s or Merger Sub’s, but in no event later than twenty-four hoursas the case may be, after the receipt of such comments, and, subject and (ii) a reasonable opportunity to participate in the response of Parent or Merger Sub to those comments and to provide comments on that response. (c) In the event this Agreement is terminated pursuant to Section 8.1 prior to the provisions hereofAcceptance Time, Parent and Merger Sub shall promptly respond terminate the Offer without accepting any shares of Company Common Stock previously tendered and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. (d) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued by virtue of the Offer, no dividends or other distributions of Parent shall relate to such commentsfractional share interests and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Parent. In lieu of such fractional share interests, Parent shall pay to each holder of shares of Company Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) an amount in cash equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the average closing sales price, rounded to four decimal points, of shares of Parent Common Stock on the NYSE (as reported in the Wall Street Journal, New York City edition) for the period of the ten (10) consecutive trading days ending on the second full trading day prior to the Acceptance Time (the “Parent Common Stock Cash Value”). (e) If any portion of the Offer Price is to be registered in the name of or paid to a Person other than the Person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. (f) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Provided that nothing shall have occurred that would give rise On or prior to a right to terminate the Offer pursuant to any of the conditions set forth in Annex IAugust 30, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement2013, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer. (b) The obligation and right of Merger Sub to accept for payment and pay for any shares of Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer (and not validly withdrawn) prior to any then scheduled Expiration Time that number of shares of Common Stock which, together with the shares beneficially owned by Parent or Merger Sub, represents at least a majority of the Common Stock then outstanding (determined on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof)) (the “Minimum Condition”), and (ii) the satisfaction, or waiver by Parent or Merger Sub (to the extent permitted hereby), of the other conditions and requirements set forth in Exhibit A (together with the Minimum Condition, the “Offer Conditions”). Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment each Share and pay for all shares of Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer and as promptly following as practicable after the acceptance of Shares for payment pursuant Expiration Time. The conditions to the Offer pay 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 (without interest) for payable in respect of each Share share of Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid net to the satisfactionseller in cash, or waiver without interest, subject to any withholding of Taxes pursuant to Section 4.02(i). (c) The Offer shall be made by Parent or Merger Subsidiary, means of each an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. (b) . Parent and Merger Subsidiary expressly reserves Sub reserve the right to waive waive, in whole or in part, any of Offer Condition (other than the Minimum Condition), to increase the Offer Conditions and Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or conditions as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer; provided that without , (ii) reduce the prior consent of the Company Offer Price, (which consent may be granted iii) change, modify or withheld by the Company in its sole discretion) (A) waive the Minimum Condition may not be waivedCondition, (Biv) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds add to the conditions set forth in Exhibit A or modify or change any Offer Conditions or amends any other term of the Offer Condition in any a manner adverse to the stockholders any shareholders of the Company, (Cv) the expiration date shall not be extended except as otherwise provided hereinin this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholder of the Company. (d) The Offer shall expire at midnight (New York City, New York time) on the date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Unless this Agreement has been terminated in accordance with its terms: (i) if on or prior to any then scheduled Expiration Time, all of the conditions to the Offer (including the Minimum Condition and the other Offer 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 (A) may (and in such case Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such longer period of up to 20 Business Days if the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions; and (B) shall (and Parent shall cause Merger Sub to) extend the Offer on one occasion for a period of up to seven Business Days if requested by the Company; (ii) Merger Sub may (and in such case Parent shall cause Merger Sub to) extend the Offer on one occasion at the Initial Expiration Time for a period of up to ten Business Days if the Debt Financing or Alternative Financing has not actually been received by Merger Sub or Parent, and the Debt Financing Sources have not definitively and irrevocably confirmed in writing to Parent and Merger Sub that the Debt Financing (Dor 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 Subsidiary Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (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 Expiration Time without the prior written consent of the Company, except in the event that this Agreement is terminated pursuant to Section 11.01Article 9. Notwithstanding If the foregoingOffer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, (x) Merger Subsidiary shall (or at if this Agreement is terminated pursuant to Article 9, prior to the request acceptance for payment of the CompanyCommon Stock tendered in the Offer, Parent Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Subsidiary toSub to return, in accordance with applicable Law, all tendered Common Stock to the registered holders thereof. (h) extend As soon as practicable on the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration commencement of the Offer, Parent and Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent Sub shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment 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, which shall include as exhibits, the Offer to Purchase and a revised offer to purchase and form of letter of transmittal reflecting and summary advertisement, if any (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer shall be made, together with any amendments or and supplements thereto, the “Offer Documents”), . The Company shall promptly furnish to Parent and (ii) to Merger Sub all information concerning the extent Company required by applicable U.S. federal securities laws, 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 disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given disseminated to the stockholders shareholders of the Company, shall not contain any untrue statement of a material fact or omit in each case as and to state any material fact the extent required to be stated therein or necessary in order to make by the statements therein, in light of the circumstances under which they were made, not misleading (except that Exchange Act. Parent and Merger subsidiary shall have no obligation with respect to any information in Sub, on the Offer Documents supplied by the Company or its Representatives in writing). Each of Parentone hand, Merger Subsidiary and the Company agrees Company, on the other hand, agree to promptly to correct any material information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agree to take all steps necessary to cause the Schedule TO Offer Documents, as so corrected (if applicable), to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders the shareholders of Sharesthe Company, in each case as and to the extent required by applicable U.S. federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the such Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documentsresponse, and Parent and Merger Subsidiary Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Provided that nothing shall have occurred that would give rise Subject to a right to terminate the Offer pursuant to any provisions of the conditions set forth this Agreement and this Agreement not having been terminated in Annex Iaccordance with Article 10 hereof, as promptly as ---------- practicable but in any event within five business days after the date hereof, but Merger Sub shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, an offer to purchase (the "Offer") all, and in no any event later ----- not less than three Business Days following the public announcement a majority on a fully diluted basis, of the execution outstanding shares of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase Common Stock at a price to of $6.50 14.75 per Share (the “Offer Price”)share of Common Stock, net to the seller in cash, without interest (ii) provide that the conditions such price or any higher price paid pursuant to the Offer, the "Offer shall be as set forth in Annex I Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and that no other conditions shall apply, (iii) provide that the expiration date closing of the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be midnight (New York City time) correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the date that is ten Business Days (Offer and accept for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendmentpayment, and (iv) make such other amendments as are necessary or appropriate to conform pay for, any shares of Common Stock tendered pursuant to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I Exhibit A hereto and to no other conditions. Subject to the terms and conditions of this Agreement. --------- Subject to the provisions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly shall expire 20 business days after the later date of (x) the earliest date as of which Merger Subsidiary its commencement, unless this Agreement is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer terminated in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to Article 10, in which case the Offer and promptly following (whether or not previously ---------- extended in accordance with the acceptance terms hereof) shall expire on such date of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditionstermination. (b) Merger Subsidiary Sub expressly reserves the right to waive any modify the terms of the Offer Conditions and to make waive any other changes condition of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the terms number of or conditions shares of Common Stock subject to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (Biii) no reduce the price per share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer, amends (vi) amend or adds modify any term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Common Stock or (vii) impose additional conditions to the Offer Conditions or amends any other term of than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer in any manner adverse to have not been satisfied or waived, Merger Sub may, without the stockholders consent of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall extend (or shall extend at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled or extended expiration date of the Offer any of Offer. So long as this Agreement is in effect and the conditions to the Offer shall not be have been satisfied or waived, from time to time until Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (for all such conditions are satisfied (other extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than conditions which by their nature are to be satisfied on 90% of the Acceptance Date) or waived; issued and (y) outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Subsidiary shall Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) SEC or the Nasdaq Global Market staff thereof applicable to the Offer; provided . It is agreed that the conditions set forth in no event shall Exhibit A are for the sole --------- benefit of Merger Subsidiary Sub and Purchaser and may be required to extend the Offer beyond the End Date unless Parent asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i)Sub or Purchaser, in which case their sole discretion. The failure by Merger Subsidiary Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Actdeemed an ongoing right which may be asserted at any time. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the OfferOffer and this Agreement, Merger Subsidiary shall, and Parent Sub shall cause it to, accept for payment and pay for, as promptly as practicable after in accordance with the expiration terms of the Offer, all Shares (1) shares of Common Stock validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in as soon as practicable after the Subsequent Offering Period (expiration of the date on which Shares are first accepted for payment, the “Acceptance Date”)Offer. (c) As promptly as practicable after Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the date hereof, but in no event later than three Business Days following funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the public announcement of the execution of this Agreement, Merger Subsidiary shall, Offer and shall cause be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined in Section 2.1), as the case may be, of its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in ----------- obligations under this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the payment of the Offer Documents promptlyConsideration, but the Option Consideration (as defined in no event later than twenty-four hours, after Section 5.2(d)) and the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.-------------- Merger Consideration (as defined in Section 5.2(b)). --------------

The Offer. (a) Provided that nothing (i) this Agreement shall not have been terminated in accordance with its terms and (ii) the Company shall have occurred that would give rise complied with its applicable obligations under Section 1.4, Parent shall use its reasonable best efforts to a right cause Bid Sub to terminate commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer pursuant to any of at the conditions set forth in Annex I, Offer Price as promptly as practicable after the date hereofreasonably practicable, but in no event later than three ten (10) Business Days following the public announcement effectiveness of the execution Parent Registration Statement. For the avoidance of this Agreementdoubt, Merger Subsidiary shall amend Parent may consummate the Offer through Bid Sub, its wholly-owned Subsidiary. (b) The obligation of Bid Sub (and Parent’s obligation to (icause Bid Sub) increase to accept for exchange, and exchange the purchase price to $6.50 per Share (the “Offer Price”)Price for, net to the seller in cash, (ii) provide that the conditions any Company Common Shares tendered pursuant to the Offer shall be as set forth in Annex I and that no other conditions shall apply, subject only to (iiii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer (other than Company Common Shares tendered by guaranteed delivery where actual delivery has not occurred), prior to the scheduled expiration date of the Offer (as it may be extended hereunder) and not withdrawn, a number of Company Common Shares that, together with the any Company Common Shares then directly or indirectly owned by Parent and its AffiliatesParent, Bid Sub or Merger Sub, represents a majority at least 90% of all outstanding Company Common Shares (excluding shares held by the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable Company) (the “Minimum Condition”) and to (ii) the other conditions set forth in Annex I A (the Minimum Condition and such other conditions collectively referred to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (herein as the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer . Parent and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary Bid Sub expressly reserves reserve the right in their sole and absolute discretion to waive any of the Offer Conditions (if such waiver is permitted hereunder) and to make any other changes in modify the terms of or conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld unless previously approved in writing by the Company in its the Company’s sole and absolute discretion) , (A) the Minimum Condition may not be amended or waived (provided that if all the conditions in Annex A (other than the Minimum Condition and conditions that shall be satisfied on the Closing Date) have been satisfied or (if such waiver is permitted hereunder) waived, Parent may elect, in its 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 to be paid, paid or decreases the price cash per Share Company Common Share, the number of Company Common Shares sought in the Offer or the number of Parent Shares sought per Company Common Share and (C) no change may be made that amends in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any a manner adverse to the stockholders holders of Company Common Shares (which, for the avoidance of doubt, shall not include any waiver of the CompanyMinimum Condition other than in accordance with the proviso in clause (A)), or adds to, the Offer Conditions, provided, that Bid Sub may change the amount of Cash Consideration and Stock Consideration offered as contemplated by and in accordance with this Agreement and (C) except as set forth in Section 1.1(c), the expiration date shall Offer may not be extended. (c) Unless extended except as otherwise provided hereinpursuant to and in accordance with the terms of this Agreement, and (D) Merger Subsidiary shall not terminate the Offer prior shall expire at 10:00 a.m., New York City time, on the twenty-first (21st) Business Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced. Subject to any scheduled expiration date except in the event that this Agreement is terminated pursuant to parties’ respective termination rights under Section 11.01. Notwithstanding the foregoing9.1 (if applicable), (xi) Merger Subsidiary shall (or at the request of the Companyif, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer, any Offer any Condition has not been satisfied or waived (if such waiver is permitted hereunder), Bid Sub shall (and Parent shall cause Bid Sub to) extend the Offer for successive periods of ten (10) Business Days each or such other number of Business Days as the parties may agree in order to permit the satisfaction of such Offer Conditions, until the earlier to occur of (x) the satisfaction or waiver (if such waiver is permitted hereunder) of all of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; Conditions and (y) Merger Subsidiary the End Date (as may be extended pursuant to Section 9.1(c)), and (ii) Bid Sub shall (and Parent shall cause Bid Sub to) extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or its staff or the Nasdaq Global Market New York Stock Exchange (including any successor exchange, “NYSE”) applicable to the Offer; provided that in no event shall Merger Subsidiary be Offer or any period required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Dateby applicable Law. Following the expiration of the Offer, Merger Subsidiary shall, if requested by the Company, Bid Sub may elect to provide one or may, in its sole discretion, provide a more subsequent offering period periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 ActExchange Act and in compliance with all other provisions of applicable Law. The Offer Price payable in respect of each Company Common Share validly tendered and not withdrawn pursuant to the Offer or validly tendered in any Subsequent Offering Period shall be paid to the holder thereof in cash and Parent Shares, subject to reduction for any applicable withholding Taxes. (d) Subject to the foregoing, including the requirements of Rule 14d-11, foregoing and other applicable Law and upon the terms of and subject to the conditions of the Offer, Merger Subsidiary shall, Bid Sub shall (and Parent shall cause it Bid Sub to, ) accept for payment 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 expiration 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 OfferExchange Act, the “Acceptance Time”), all Company Common Shares (1i) validly tendered and not withdrawn pursuant to the Offer and or (2ii) validly tendered in the any such Subsequent Offering Period (Period. Notwithstanding the date on which 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 are first accepted for payment, 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 “Acceptance Date”)Exchange Act. (ce) As promptly 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 practicable after 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) On the date hereof, but in no event later than three Business Days following the public announcement of commencement of the execution of this AgreementOffer, Merger Subsidiary shall, Parent and Bid Sub shall (and Parent shall cause its Affiliates Bid Sub to, (i) file with the SEC an amendment a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO, which ”) that shall include a revised contain an offer to purchase exchange and a form of related letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the Parent Registration Statement and such other ancillary documents as may be required, the “Offer Documents”). Parent and 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 the Company’s shareholders as and (ii) to the extent required by applicable U.S. federal and, if applicable, Canadian securities lawsLaws and the Swiss Code of Obligations, cause (y) deliver a copy of the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they 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 Bid Sub in writing all information concerning the Company, its directors, officers and Affiliates as may be required by applicable securities Law or reasonably requested by Parent or Bid Sub for inclusion in the Schedule TO or the other Offer Documents. Parent and Bid Sub shall (and Parent shall cause Bid Sub to) use their reasonable best efforts to: (x) cause the Schedule TO and the other Offer Documents filed by any of them with the SEC to comply in all material respects with (A) the 1934 Securities Act and the Exchange Act, (B) the rules and regulations thereunder of the NYSE and other applicable Law the TSX, (C) the rules and that 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, when filed : (1) Parent shall promptly prepare such an amendment or supplement; and (2) Parent shall promptly file with the SEC and on the date first published, sent or given distribute to the stockholders shareholders of the Company, shall not contain any untrue statement of a material fact Company such amendment or omit to state any material fact required to be stated therein or necessary in order to make the statements thereinsupplement, in light each case, as and to the extent required by applicable federal securities Law and the Swiss Code of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing)Obligations. Each of Parent, Merger Subsidiary Bid Sub and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the other Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary The Company and Parent will, and will cause their respective Representatives to, reasonably cooperate with the other in the preparation of the Schedule TO and the other Offer Documents. Without limiting the generality of the foregoing, Parent shall, and shall cause its Affiliates Representatives to, use their respective reasonable best efforts to cause provide the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given Representatives with a reasonable opportunity opportunity, in advance of initial filing or any amendment or filing of any supplement thereto, to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the other Offer Documents, and Merger Subsidiary . Parent shall give reasonable and good faith consideration to any comments made by promptly notify the Company and its counsel. Parent and Merger Subsidiary shall provide in writing of the Company and its counsel with receipt of any written or oral comments Parent, Merger Subsidiary from or their respective Affiliates or counsel may receive from other correspondence with the SEC or its staff with respect to the Schedule TO or the other Offer Documents promptlyand 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 supply the Company with copies of all correspondence between it and any of its Representatives or Affiliates, but 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 no 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 consent of the Company in its sole and absolute discretion, except that in the event later than 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, after ) following such termination irrevocably and unconditionally terminate the receipt of such comments, and, subject Offer and shall not acquire any Company Common Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the provisions hereofpurchase of Company Common Shares in the Offer, Bid Sub shall (and Parent shall cause Bid Sub to) promptly respond return, or cause any depositary acting on behalf of Bid Sub to such commentsreturn, all tendered Company Common Shares to the tendering shareholders of the Company.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise been terminated in accordance with Article VII, by the later of (i) ten business days after the date of this Agreement and (ii) the date on which the Company files its Annual Report on Form 10-K for the 2015 fiscal year with the SEC (as defined below), Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) In accordance with the terms and conditions of this Agreement, and subject only to a right the satisfaction or waiver (to terminate the Offer pursuant to any extent such waiver is permitted by applicable Law) of the conditions set forth in Annex II (collectively, the “Offer Conditions”) and, for the avoidance of doubt, no other conditions, Merger Sub shall (and Parent shall cause Merger Sub to), at or as promptly as practicable after following the date hereofExpiration Time, irrevocably accept for payment (the time of acceptance for payment, the “Offer Acceptance Time”) and, at or as promptly as practicable following the Offer Acceptance Time (but in no any event later than within three Business Days following business days (calculated as set forth in Rule 14d-1(g)(3) under the public announcement Exchange Act) thereafter) pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the execution of this AgreementOffer. Parent shall provide or cause to be provided to Merger Sub, Merger Subsidiary shall amend at the Offer Acceptance Time and on a timely basis at all times thereafter, the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement and subject only to the Minimum Condition and the other Offer Conditions. Merger Sub expressly reserves the right to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide waive any Offer Condition other than the Minimum Condition and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise expressly provided by this Agreement, without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to, (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose any conditions to the Offer shall be as set forth in Annex I and that no other conditions shall applythan the Offer Conditions, (iiiE) provide that the expiration date amend, modify or supplement any of the Offer Conditions (i) in a manner that adversely affects the holders of Company Common Stock or that makes such Offer Condition more difficult to satisfy or (ii) in any other circumstance, without the consent of the Company, not to be unreasonably withheld, delayed or conditioned, (F) amend, modify or waive the Minimum Condition, (G) except as otherwise required or expressly permitted by Section 1.01(e), extend or otherwise change the Expiration Time, (H) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act or (I) otherwise amend, modify or supplement any of the other terms of the Offer in any manner adverse to the holders of Company Common Stock. The Offer may not be terminated prior to its scheduled Expiration Time, unless this Agreement is terminated in accordance with Article VII. (d) The Offer shall be expire at midnight (New York City time) (i.e., one minute after 11:59 p.m. New York City time) on the date that is ten Business Days 20 business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (such amendmentinitial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with Section 1.01(e), the terms of date and time to which the Offer prior to has been so extended (the Initial Expiration Time, or such later expiration date of and time to which the Offer and not withdrawnhas been so extended, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum ConditionExpiration Time”). (e) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including parties’ respective rights to terminate the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered Agreement pursuant to Article VII, the Offer and may or shall, as applicable, be extended from time to time as follows: (yi) if, at the earliest date as of which each then-scheduled Expiration Time, any of the Offer Conditions has not been satisfied, satisfied or waived by Parent and Merger Sub (to the extent such waiver is permitted under this Agreement and applicable Law), then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of five business days each (each such increment to end at 5:00 p.m., New York City time, on the last business day of such increment) (or such other duration as may be agreed to by Parent and the Company) in order to permit the satisfaction of such Offer Condition(s); provided, however, that (A) Merger Sub shall not be required to extend the Offer to a date later than the Outside Date (for the avoidance of doubt, as the Outside Date may be extended pursuant to Section 7.01(b)(i) and (B) if the Marketing Period has ended and the sole then-unsatisfied Offer Condition is the Minimum Condition, (1) Merger Sub may (but shall not be required to) extend the Offer on up to two occasions in consecutive increments of five business days each (each such increment to end at 5:00 p.m., New York City time, on the last business day of such increment) (or such other duration as may be agreed to by Parent and the Company) and (2) except as provided in clause (1) of this Section 1.01(e)(i), Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer if the Company shall have requested in writing that Merger Sub so extend the Offer; (ii) Merger Sub shall extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or The NASDAQ Stock Market LLC (“NASDAQ”) or its staff; (iii) if, at the then-scheduled Expiration Time, the Company brings or shall have brought any action in accordance with Section 8.08 to enforce specifically the performance of the terms and provisions of this Agreement by Parent or Merger SubsidiarySub, the Expiration Time shall be extended (A) for the period during which such action is pending or (B) by such other time period established by the court presiding over such action, as the case may be, but, in any event, not past the Outside Date (for the avoidance of doubt, as the Outside Date may be extended pursuant to Section 7.01(b)(i)); and (iv) if , at the then-scheduled Expiration Time, (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 (other than as a result of a breach by Parent or Merger Sub of any of their representations, warranties or covenants set forth in Sections 4.05 and 5.04 of this Agreement) and (B) Parent and Merger Sub acknowledge and agree in writing that (1) the Company may terminate this Agreement pursuant to Section 7.01(d)(iii) and receive the Parent Termination Fee and (2) all Offer Conditions set forth in paragraphs (d), (e), (f) and (h) of Annex I will be deemed to have been satisfied or waived at the Expiration Time of the Offer after giving effect to any extension pursuant to this clause (iv), Merger Subsidiary Sub shall have the right in its sole discretion to extend the Offer on up to four occasions in consecutive increments of five business days each (each such increment to end at 5:00 p.m., New York City time, on the last business day of such increment) (or such other duration as may be agreed to by Parent and the Company); provided that Merger Sub shall not be permitted to extend the Offer to a date later than the Outside Date (for the avoidance of doubt, as the Outside Date may be extended pursuant to Section 7.01(b)(i)). Merger Sub shall not, and Parent shall not permit Merger Sub to, extend the Offer in any manner except as required or expressly permitted pursuant to this Section 1.01(e). Notwithstanding the foregoing, in the event that, as a result of the extension of the Offer in accordance with the provisions of this Section 1.01(e), the Expiration Time would occur on the date that is the Outside Date, the Expiration Time shall instead occur at 5:00 p.m., New York City time, on the business day immediately preceding the Outside Date. (f) The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date of this Agreement and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action. (g) In the event that this Agreement is terminated in accordance with Article VII, Merger Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate as promptly as practicable (and in any event within one business day of such termination) irrevocably and unconditionally terminate the Offer in accordance with its terms Offer, and accept for payment each Share validly tendered and shall not properly withdrawn acquire any shares of Company Common Stock pursuant to the Offer and promptly following the acceptance shall cause any depository acting on behalf of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger SubsidiarySub to return, in accordance with applicable Law, all tendered shares of each of Company Common Stock to the Offer Conditionsregistered holders thereof. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (ch) As promptly as practicable after on the date hereof, but in no event later than three Business Days following the public announcement of commencement of the execution Offer (within the meaning of this AgreementRule 14d-2 under the Exchange Act), Parent and Merger Subsidiary shall, and Sub shall cause its Affiliates to, (i) file with the SEC an amendment a Tender Offer Statement on Schedule TO with respect to the Offer (together with all exhibits, amendments and supplements thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal (the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements theretoall documents included therein pursuant to which the Offer will be made, the “Offer Documents”), ) and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Sharesshares of Company Common Stock. Each of Parent, Merger Subsidiary Sub and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, Parent further agrees to use their respective all reasonable best efforts to promptly cause the Schedule TO Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to promptly be disseminated to holders of Sharesshares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities lawsLaw. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub or Parent’s legal counsel any information concerning the Company and the Company’s Subsidiaries that is required by the Exchange Act to be set forth in the Offer Documents or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed prior to the filing thereof with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counselSEC. Parent and Merger Subsidiary shall Sub agree to provide the Company and its counsel with any written or comments (including a summary of any oral comments comments) that Parent, Merger Subsidiary Sub or their respective Affiliates or counsel may receive from the SEC or its staff with respect to the Offer Documents promptly, but in no event later than twenty-four hours, promptly after the receipt of such comments, and, subject . Each of Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to participate in the response to any comments of the SEC or its staff with respect to the provisions hereof, Offer Documents and shall respond promptly respond to any such comments. (i) Parent, Merger Sub and the paying agent with respect to the Offer shall be entitled to deduct and withhold from the Offer Price payable pursuant to the Offer such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), or under any provision of state, local or foreign Tax Law. To the extent amounts are so withheld and (if required) paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

The Offer. (a) Provided that nothing this Agreement shall not have occurred been terminated in accordance with Section 7.1, as promptly as practicable (and in any event within ten (10) Business Days from the date hereof, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price, subject to: (i) there being validly tendered in the Offer and not withdrawn prior to any then scheduled Expiration Date (as defined below) that number of Shares which, together with the Shares then beneficially owned by Parent or Purchaser (if any), represents at least sixty-six and two-thirds percent (66 2/3%) of: (x) all Shares then outstanding, plus (y) all Shares issuable upon the exercise, conversion or exchange of any Company Stock Options or Company Warrants then outstanding that are vested and exercisable, convertible or exchangeable as of any then scheduled Expiration Date or that would give rise be vested and exercisable, convertible or exchangeable (including after giving effect to the acceleration of any vesting or exercisability, convertibility or exchangeability that may occur as a result of the Offer) at any time within sixty (60) days following the then scheduled Expiration Date assuming that the holder of such Company Stock Options satisfies the vesting or exercisability, convertibility or exchangeability conditions applicable thereto during such time period (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I. (b) Subject to Section 1.1(a), Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer shall be paid net to the seller in cash subject to withholding as provided in Section 2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Purchaser expressly reserve the right to terminate increase the Offer pursuant Price or to make any other changes in the terms and conditions of the offer; provided, however, that unless otherwise provided by this Agreement or as previously approved by the Company in writing, Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer that are different from, or in addition to, the conditions set forth in Annex I, as promptly as practicable after (v) amend or waive the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cashMinimum Condition, (iivi) provide that amend any of the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, or (iiivii) provide that extend the expiration date of the Offer in a manner, other than as required by this Agreement, without the prior written consent of the Company. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall be expire at midnight (New York City time) on the date that is ten twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing commencement (within the meaning of such amendmentRule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of date to which the conditions set forth in Annex I Offer has been so extended (the “Offer Conditions”)Initial Expiration Date, promptly after or such later date to which the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered Initial Expiration Date has been extended pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant this Agreement, is referred to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Expiration Date”). (ce) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “The Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity extended from time to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.as follows:

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary Sub shall amend (and Parent shall cause Merger Sub to) commence (within the Offer to (i) increase meaning of Rule 14d-2 under the purchase price to $6.50 per Share Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Offer PriceExchange Act”), net ) the Offer. (b) The obligation of Merger Sub to the seller in cash, (ii) provide that the conditions accept for payment and pay for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be as set forth in Annex I and that no other conditions shall apply, subject to: (iiii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be being validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a validly withdrawn prior to any then scheduled Expiration Time that number of Shares thatshares of Company Common Stock which, together with the Shares then shares beneficially owned by Parent and its Affiliatesor Merger Sub (if any), represents the greater of (A) a majority of the total number of shares of Company Common Stock outstanding without giving effect to the Top-Up Shares and (B) one share more than ninety percent (90%) of the total number of shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully-fully diluted basisbasis (which assumes the conversion or exercise of all Company Stock Options and other derivative securities and the vesting and/or exercise of all other Company Stock Awards, without regard to whether any convertible in each case, regardless of the conversion or exchangeable securities are then vested exercise price, the vesting schedule or other terms and exercisable conditions thereof) (the “Minimum Condition”); and (ii) and to the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I and to no other conditions. Subject to Exhibit A (together with the terms and conditions of this AgreementMinimum Condition, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant . Subject to the Offer and (y) the earliest date as of which each prior satisfaction of the Offer Conditions has been satisfiedMinimum Condition and the satisfaction, or waived waiver by Parent or Merger SubsidiarySub, of the other Offer Conditions, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment each Share and pay for all shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer and as promptly following as practicable after the acceptance of Shares for payment pursuant Expiration Time; provided that if, at or prior to any Expiration Time, Parent delivers a notice to the Offer pay 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, then Purchaser may (on one occasion only) extend the Offer and such Expiration Time for up to ten (10) Business Days in its sole discretion. The Offer Price (without interest) for payable in respect of each Share share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid net to the satisfactionseller in cash, or waiver without interest, on the terms and subject to the conditions set forth in this Agreement. (c) The Offer shall be made by Parent or Merger Subsidiary, means of each an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. (b) . Parent and Merger Subsidiary Sub expressly reserves reserve the right (in their sole discretion) to waive waive, in whole or in part, any of Offer Condition, to increase the Offer Conditions and Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or conditions as previously approved in writing by the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer; provided that without , (ii) reduce the prior consent of the Company Offer Price, (which consent may be granted iii) change, modify or withheld by the Company in its sole discretion) (A) waive the Minimum Condition may not be waivedCondition, (Biv) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds add to the conditions set forth in Exhibit A or modify or change any Offer Conditions or amends any other term of the Offer Condition in a manner adverse in any manner adverse material respect to the stockholders any shareholders of the Company, (Cv) the expiration date shall not be extended except as otherwise provided hereinin this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any shareholders of the Company. (d) The Offer shall expire at midnight (Minneapolis time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act (the “Initial Expiration Time”), or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e), Merger Sub (Di) 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-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or the 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 (A) beyond January 31, 2018 (the “Outside Date”) or (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date”. Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in ARTICLE VIII. (g) Merger Subsidiary Sub shall not terminate the Offer prior to any scheduled expiration date Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 11.01ARTICLE VIII. Notwithstanding If the foregoingOffer is terminated or withdrawn by Merger Sub, (x) Merger Subsidiary shall (or at this Agreement is terminated pursuant to ARTICLE VIII, prior to the request acceptance for payment of the CompanyCompany Common Stock tendered in the Offer, Parent Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Subsidiary toSub to return, all tendered Company Common Stock to the registered holders thereof. (h) extend As soon as practicable on the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration commencement of the Offer, Parent and Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent Sub shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment 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, which shall include as exhibits, the Offer to Purchase and a revised offer to purchase and form of letter of transmittal reflecting and summary advertisement (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer will be made, together with any amendments or amendments, modifications and supplements thereto, the “Offer Documents”), . The Company agrees to promptly furnish to Parent and (ii) to Merger Sub all information concerning the extent Company required by applicable U.S. federal securities laws, 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 disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given disseminated to the stockholders shareholders of the Company, shall not contain any untrue statement of a material fact or omit in each case as and to state any material fact the extent required to be stated therein or necessary in order to make by the statements therein, in light of the circumstances under which they were made, not misleading (except that Exchange Act. Parent and Merger subsidiary shall have no obligation with respect to any information in Sub, on the Offer Documents supplied by the Company or its Representatives in writing). Each of Parentone hand, Merger Subsidiary and the Company agrees Company, on the other hand, agree to promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agree to take all steps necessary to cause the Schedule TO Offer Documents, as so corrected (if applicable), to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders the shareholders of Sharesthe Company, in each case as and to the extent required by applicable U.S. federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments, modifications or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the such Offer Documents each time before or response (including, if applicable, participation in the formulation of any such document is filed with the SEC after the date hereof and (Bwritten response(s) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from of the SEC with respect to the Offer Documents promptlyDocuments), but in no event later than twenty-four hours, after the receipt of such comments, and, subject and Parent and Merger Sub shall give reasonable consideration to the provisions hereof, promptly respond to any such comments. (i) Parent and Merger Sub shall, on the same date that the Offer is commenced, file with the Commissioner of Commerce of the State of Minnesota and deliver to the Company a registration statement relating to the Offer required to be filed pursuant to Chapter 80B of Minnesota Statutes and will disseminate to the shareholders of the Company the information specified in Chapter 80B.03 of the Minnesota Statutes. Parent and Merger Sub shall promptly provide copies to the Company of any and all correspondence between them and the Minnesota Department of Commerce with respect to compliance with Chapter 80B, and shall promptly respond as soon as possible to address any such comments or actions required by the Minnesota Department of Commerce to consummate the transactions contemplated by this Agreement. (j) Subject to the prior satisfaction, or waiver by Parent or Merger Sub, of the Offer Conditions, Parent shall provide or cause to be provided to Merger Sub the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer. (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 nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any been terminated in accordance with Section 8.1 and none of the events or conditions set forth in subparagraphs (a) through (d) of Annex II shall have occurred and be continuing and not have been waived by Parent or Merger Sub, as promptly as reasonably practicable and, in any event, within ten (10) Business Days of the date of this Agreement, Parent shall cause Merger Sub to, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement. The date on which Merger Sub commences the Offer, Merger Subsidiary shall amend within the Offer meaning of Rule 14d-2 under the Exchange Act, is referred to (i) increase the purchase price to $6.50 per Share (in this Agreement as the “Offer PriceCommencement Date”), net . Each share of Company Common Stock accepted by Merger Sub in accordance with the terms and subject to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight purchased for cash at the Offer Price. The obligations of Merger Sub to accept for payment and to pay for (New York City timeand the obligation of Parent to cause Merger Sub to accept for payment and to pay for) any shares of Company Common Stock validly tendered on or prior to the date that is ten Business Days expiration of the Offer (for this purpose calculated as it may be extended in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer ) and not properly withdrawn shall be subject to the condition that (i) there shall be being validly tendered (other than by guaranteed delivery where actual delivery has not occurred on or prior to such time) and not properly withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Agreement) that number of shares of Company Common Stock which, when added to any shares of Company Common Stock owned by Parent or any of its Subsidiaries, represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the “Minimum Condition”), and (ii) the other events or conditions set forth in Annex I. Subject to the terms and conditions of the Offer, Merger Sub shall (and Parent shall cause Merger Sub to), in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawnOffer, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share and pay for all shares of Company Common Stock (the time of such first acceptance, the “Acceptance Time”) validly tendered and not properly withdrawn pursuant to the Offer and promptly following after expiration of the acceptance Offer; provided, however, that (i) if on the initial expiration date of Shares for payment pursuant the Offer or on any subsequent scheduled expiration date of the Offer (as it may be extended in accordance with this Agreement), any of the events or conditions to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant set forth on Annex I shall exist and, subject to the Offer. The obligation provisions of this Agreement, shall not have been waived by Merger Subsidiary (and of Parent to cause Sub, Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary Sub expressly reserves the right to waive any of the Offer Conditions and to make any other changes (and, in the terms of or conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Companysuch case, Parent shall cause Merger Subsidiary Sub to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived), from time to time time, extend the Offer for additional successive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined by Parent), until such all of the conditions set forth in Annex I are satisfied (other than conditions which by their nature are or validly waived in order to be satisfied on permit the Acceptance Date) or waived; Time to occur, and (yii) Merger Subsidiary Sub shall extend the Offer from time to time for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) SEC or the Nasdaq Global Market staff of the SEC applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend . If less than 90% of the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement number of outstanding shares of Company Common Stock are accepted for purchase pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or Sub may, in its sole discretiondiscretion (and without the consent of the Company or any other Person), elect to provide a for one or more subsequent offering period periods (“Subsequent Offering Period”of up to twenty (20) Business Days in the aggregate) in accordance with Rule 14d-11 under the Exchange Act. Merger Sub expressly reserves the right from time to time to waive any of the 1934 Act. Subject conditions set forth in Annex I (other than the Minimum Condition and the condition set forth in subparagraph (e) of Annex I) or to increase the foregoing, including the requirements of Rule 14d-11, and upon Offer Price or to make any other changes in the terms and subject to the conditions of the Offer; provided that, without the prior written consent of the Company, Merger Subsidiary shallSub shall not decrease the Offer Price, and Parent change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, change, modify or waive the Minimum Condition, impose additional conditions to the Offer or modify or change any condition to the Offer in a manner materially adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer, reduce the time period during which the Offer shall cause it toremain open or, accept except for payment and pay forany extension required or permitted hereunder, extend or otherwise change the expiration date of the Offer, or amend, modify or supplement any other term of the Offer in any manner adverse to the holders of shares of Company Common Stock or in a manner which would delay consummation of the Offer. (b) Subject to the first sentence of Section 2.1(a), as promptly as reasonably practicable after the expiration of the Offerand, all Shares (1) validly tendered and not withdrawn pursuant to in any event, no later than the Offer and (2) validly tendered Commencement Date, in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of order to reflect the execution of this AgreementAgreement and the terms hereof, Merger Subsidiary shall, and Parent shall file or cause its Affiliates to, (i) file to be filed with the SEC an amendment a Tender Offer Statement on Schedule TO with respect to the Schedule TOOffer, which shall include will contain a revised offer to purchase and form of a letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, such schedule together with the documents included therein pursuant to which the Offer is made, and any amendments or and supplements thereto, the “Offer Documents”), and (ii) . Subject to the extent required by applicable U.S. federal securities lawsCompany’s compliance with Section 2.2(c), Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Sharesshares of Company Common Stock as required by applicable U.S. federal securities Laws. Each of ParentParent and Merger Sub, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit on the other hand, agree 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 Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respectrespect or as otherwise required by Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agree to take all steps necessary to cause the Schedule TO Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case shares of Company Common Stock as and to the extent required by applicable U.S. federal securities lawsLaws. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company that is required or reasonably requested by Parent or Merger Sub in connection with the obligations relating to the Offer Documents contained in this Section 2.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is they are filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer DocumentsSEC. In addition, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary Sub shall provide the Company and its counsel with (i) any comments or communications, whether written or oral comments oral, that Parent, Merger Subsidiary Sub or their respective Affiliates or counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptlypromptly after Parent’s or Merger Sub’s, but in no event later than twenty-four hoursas the case may be, after the receipt of such comments, and, subject and (ii) a reasonable opportunity to participate in the response of Parent or Merger Sub to those comments and to provide comments on that response. (c) In the event this Agreement is terminated pursuant to Section 8.1 prior to the provisions hereofAcceptance Time, Parent and Merger Sub shall promptly respond terminate the Offer without accepting any shares of Company Common Stock previously tendered and Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. (d) If any portion of the Offer Price is to be paid to a Person other than the Person in whose name the tendered shares of Company Common Stock are registered, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such transfer to such commentsother Person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, unless evidence satisfactory to Merger Sub of the payment of such Taxes, or exemption therefrom, is submitted. (e) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Provided that nothing Merger Sub shall, and Parent shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex Icause Merger Sub to, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend commence (within the Offer to (i) increase meaning of Rule 14d-2 under the purchase price to $6.50 per Share Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Offer PriceExchange Act”), net ) the Offer. (b) The obligation of Merger Sub to the seller in cash, (ii) provide that the conditions accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer shall be as set forth in Annex I and that no other conditions shall apply, subject to: (iiii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be being validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a validly withdrawn prior to and at any then scheduled Expiration Time: (A) that number of Shares thatshares 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 then shares beneficially owned by Parent and its Affiliatesor Merger Sub (if any), represents at least a majority of the total 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 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 on a fully-diluted basis(excluding any treasury stock) ((A) and (B) collectively, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”); and (ii) and to the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I and to no other conditions. Subject to Exhibit A (together with the terms and conditions of this AgreementMinimum Condition, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after . The Company agrees that no shares of Company Common Stock or Company Preferred Stock held by the later Company or any of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares its Subsidiaries will be tendered pursuant to the Offer and (y) Offer. Subject to the earliest date as of which each prior satisfaction of the Offer Conditions has been satisfied, Minimum Condition and the satisfaction or waived waiver by Parent or Merger SubsidiarySub of the other Offer Conditions, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment each Share and pay for all Shares validly tendered and not properly validly withdrawn pursuant to the Offer and as promptly following as practicable after the acceptance of Shares for payment pursuant to the Offer pay the Expiration Time. The Common Offer Price (without interest) for payable in respect of each Share share of Company Common Stock, and the Preferred Offer Price payable in respect of each share of Company Preferred Stock, validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid net to the satisfactionseller in cash, or waiver without interest, on the terms and subject to the conditions set forth in this Agreement and the Offer. (c) The Offer shall be made by Parent or Merger Subsidiary, means of each an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. (b) . The Offer Conditions are for the sole benefit of Parent and Merger Subsidiary Sub, and Parent and Merger Sub expressly reserves reserve the right (in their sole discretion) to waive waive, in whole or in part, any of Offer Condition, to increase the Offer Conditions and Price or to make any other changes in the terms and conditions of or conditions to the Offer; provided, however, that unless otherwise provided that without the prior consent of the Company (which consent may be granted by this Agreement or withheld as previously approved in writing by the Company in its sole discretionCompany, Merger Sub shall not, and Parent shall not permit Merger Sub to: (i) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or reduce the number of Shares sought in subject to the Offer, amends or adds (ii) subject to the Offer Conditions or amends any other term 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, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth in Exhibit A or modify or change any Offer Condition in a manner adverse in any manner adverse material respect to the any stockholders of the Company, (Cv) the expiration date shall not be extended except as otherwise provided hereinin this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any stockholders of the Company. (d) The Offer shall expire at midnight (New York time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e): (i) if on the then-scheduled Expiration Time, any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived: (A) in its sole discretion, Merger Sub may extend the Offer for any additional period or periods as it so determines or (B) if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for: (I) up to two (2) additional successive periods, not to exceed ten (10) Business Days each, and (DII) a third (3rd) additional successive period not to exceed ten (10) Business Days, if all of the Offer Conditions other than the condition set out in clause (c) thereof have been satisfied (other than those conditions to be satisfied at the Offer Closing or the Expiration Time, as the case may be, but subject to the satisfaction thereof) if the Company reasonably believes that such condition in clause (c) will be satisfied prior to the end of such additional ten (10) Business Day period (or, in the case of this clause (B), for such longer period as the parties hereto reasonably agree); (ii) if the Offer is required to be extended by any rule, regulation, interpretation or position of the SEC 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 Offer Documents may, in Merger Sub’s sole discretion, provide for a reservation of right to do so; provided that in no event shall Merger Sub be required to extend the Offer (A) beyond March 29, 2013 (the “Outside Date”) or (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (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 Subsidiary Sub shall not terminate the Offer prior to any scheduled expiration date Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 11.01Article VIII. Notwithstanding If the foregoingOffer is terminated or withdrawn by Merger Sub, (x) Merger Subsidiary shall (or at this Agreement is terminated pursuant to Article VIII, prior to the request acceptance for payment of the CompanyCompany Common Stock tendered in the Offer, Parent Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Subsidiary toSub to return, all tendered Shares to the registered holders thereof. (h) extend As soon as practicable on the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration commencement of the Offer, Parent and Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent Sub shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment 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, which shall include as exhibits, the Offer to Purchase and a revised offer to purchase and form of letter of transmittal reflecting and summary advertisement (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer will be made, together with any amendments or and supplements thereto, the “Offer Documents”), . The Company shall promptly furnish to Parent and (ii) 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 extent required by applicable U.S. federal securities laws, Offer Documents. Parent and Merger Sub agree to take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given disseminated to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit in each case as and to state any material fact the extent required to be stated therein or necessary in order to make by the statements therein, in light of the circumstances under which they were made, not misleading (except that Exchange Act. Parent and Merger subsidiary shall have no obligation with respect to any information in Sub, on the Offer Documents supplied by the Company or its Representatives in writing). Each of Parentone hand, Merger Subsidiary and the Company agrees Company, on the other hand, agree to promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agree to take all steps necessary to cause the Schedule TO Offer Documents, as so corrected (if applicable), to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders the stockholders of Sharesthe Company, in each case as and to the extent required by applicable U.S. federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the such Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documentsresponse, and Parent and Merger Subsidiary Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments. (i) Subject in all respects to the other terms and conditions of this Agreement and the Offer, Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) By no later than 9:00 a.m., New York City time, on Friday, June 27, 2008, Parent, on behalf of Purchaser, shall extend the Pending Offer to July 18, 2008. Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any been terminated in accordance with Section 8.1 and none of the events or conditions set forth in Annex II hereto shall have occurred and be continuing and not have been waived by Parent or Purchaser, as promptly as reasonably practicable after and, in any event, within five (5) Business Days of the date hereofof this Agreement, but in no event later than three Business Days following Parent or the public announcement of Purchaser shall amend the Pending Offer to reflect the execution of this Agreement, Merger Subsidiary shall amend Agreement and the terms hereof and to purchase for cash all Shares at the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date . The obligations of the Offer shall be midnight (New York City time) on the date that is ten Business Days (Purchaser to accept for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, payment and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be pay for any Shares validly tendered in accordance with the terms of the Offer on or prior to the expiration date of the Offer and not withdrawn, a properly withdrawn shall be subject to (i) there being validly tendered and not properly withdrawn prior to the expiration of the Offer that number of Shares that, together with the Shares then owned by Parent and its Affiliates, which represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable basis (the “Minimum Condition”) and to (ii) the other conditions set forth in Annex I and to no other conditionshereto. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer set forth in Annex I (hereto, the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary Purchaser shall (and Parent shall cause Merger Subsidiary Purchaser to) ), in accordance with the terms of the Offer, consummate the Offer in accordance with its terms and accept for payment each Share and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance after expiration of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Companywhich shall initially be July 18, (C) the expiration date shall not be extended except as otherwise provided herein2008, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event provided, however, that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at if on the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as extended in accordance with this Agreement), all conditions to the Offer shall not be have been satisfied or waived, the Purchaser may, from time to time until time, in its sole discretion, extend the Offer for such conditions are satisfied (other than conditions which by their nature are to be satisfied on period as the Acceptance Date) or waived; and Purchaser may determine, (y) Merger Subsidiary shall the Purchaser may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, and (z) the Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), provided that, in no event shall the Offer or any “subsequent offering period” extend beyond the Outside Date without the mutual written consent of the Company and Parent. In addition, the Purchaser may increase the Offer Price and extend the Offer to the extent required by Law in connection with such increase, in each case in its sole discretion and without the Company’s consent. Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall, without the prior written consent of the Company (i) change or waive the Minimum Condition, (ii) reduce the Offer Price or decrease the number of Shares sought to be purchased in the Offer, (iii) change the expiration date of the Offer (except to the extent required or permitted pursuant to this Section 1.1(a)), impose any condition to the Offer in addition to the conditions set forth or referred to in this Section 1.1(a) or amend, modify or supplement any of the terms of the Offer in any manner adversely affecting the holders of Shares. (b) As promptly as reasonably practicable and, in any event, within five (5) Business Days of the date of this Agreement, Parent or Purchaser shall file with the United States Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable an amendment to Parent’s Tender Offer Statement on Schedule TO, as amended, and originally filed on May 30, 2008 with respect to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Pending Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent which amendment shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of reflect the execution of this Agreement, Merger Subsidiary shall, Agreement and the terms hereof and shall cause its Affiliates to, (i) file with the SEC include an amendment to the Schedule TO, which shall include a revised amended offer to purchase and purchase, form of letter of transmittal reflecting the terms and conditions set forth in this Agreement form of notice of guaranteed delivery (collectively, together with any amendments or and supplements thereto, the “Offer Documents”), and (ii) . Subject to the extent required by applicable U.S. federal securities lawsCompany’s compliance with Section 1.2(b), Parent and the Purchaser shall cause the Offer Documents to be disseminated to holders of SharesShares as required by applicable U.S. federal securities laws. Each of Parent, Merger Subsidiary Parent and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer DocumentsPurchaser, when filed with the SEC and on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit on the other hand, agree 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 Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respectrespect or as otherwise required by Law. Merger Subsidiary shall, Parent and shall cause its Affiliates to, use their respective reasonable best efforts the Purchaser further agree to take all steps necessary to cause the Schedule TO Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case Shares as and to the extent required by applicable U.S. federal securities laws. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is they are filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, Parent and Merger Subsidiary Purchaser shall give reasonable and good faith consideration to any comments made by the Company and its counsel. In addition, Parent and Merger Subsidiary the Purchaser shall provide the Company and its counsel with (i) any comments or communications, whether written or oral comments oral, that Parent, Merger Subsidiary the Purchaser or their respective Affiliates or counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptlypromptly after Parent’s or the Purchaser’s, but in no event later than twenty-four hoursas the case may be, after the receipt of such comments, andand (ii) a reasonable opportunity to participate in the response of Parent or Purchaser to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), subject to including by participating with Parent and/or Purchaser or their counsel in any discussions or meetings with the provisions hereof, promptly respond to such commentsSEC.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth been terminated in Annex Iaccordance with Section 8.1, as promptly as practicable (and in any event within 10 Business Days) after the date hereof, but in no event later than three Business Days following Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the public announcement meaning of Rule 14d-2 under the execution Securities Exchange Act of this Agreement1934, Merger Subsidiary shall amend as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to (i) increase purchase for cash all Shares at the purchase price to $6.50 per Share (the “Offer Price”); provided, net that Merger Sub shall not be required to commence, or cause to be commenced, the Offer prior to the seller in cash, date on which the Company is prepared to filed the Schedule 14D-9. (iib) provide that the conditions The obligation of Merger Sub to accept for payment and pay for any Shares validly tendered and not withdrawn pursuant to the Offer shall be as set forth in Annex I and that no other conditions shall apply, subject to: (iiii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be being validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a withdrawn prior to any then scheduled Expiration Time that number of Shares thatwhich, together with the Shares then beneficially owned by Parent and its Affiliatesor Merger Sub (if any), represents at least a majority of the total number of Shares then outstanding (determined on a fully-fully diluted basis, without regard to whether any convertible which assumes conversion or exchangeable exercise of all derivative securities are then vested regardless of the conversion or exercise price, the vesting schedule or other terms and exercisable conditions thereof; provided, however, it will not include the Company’s 2012 Notes or the 2017 Notes) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Merger Sub, of the HSR Condition and to the other conditions set forth in Annex I and to no other conditions. Subject to (together with the terms and conditions of this AgreementMinimum Condition, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant . Subject to the Offer and (y) the earliest date as of which each prior satisfaction of the Offer Conditions has been satisfiedMinimum Condition and the satisfaction, or waived waiver by Parent or Merger SubsidiarySub, of the other Offer Conditions, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) as promptly as possible after Merger Sub is legally permitted to do so after the Expiration Time. The Offer Price payable in respect of each Share validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment not withdrawn pursuant to the Schedule TOOffer shall be paid net to the seller in cash, which shall include a revised offer to purchase and form of letter of transmittal reflecting without interest, on the terms and subject to the conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, and the Offer. The acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions and otherwise on the terms and subject to the conditions set forth in this Agreement is referred to herein as the “Offer DocumentsClosing,” and the date on which the Offer Closing occurs is referred to herein as the “Offer Closing Date.”) (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Parent and Merger Sub expressly reserve the right (in their sole discretion) to increase the Offer Price or to make any other changes in the terms and conditions of the Offer, and or to waive, in whole or in part, any of the Offer Conditions; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Merger Sub shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the number of Shares to be purchased in the Offer, (iv) amend or modify any of the Offer Conditions or impose conditions to the extent required by applicable U.S. federal securities laws, cause Offer that are different than or in addition to the Offer Documents to be disseminated to holders of Shares. Each of ParentConditions, Merger Subsidiary and (v) amend or waive the Company agrees that they shall cause the Schedule TO and the other Offer Documents filed by Minimum Condition, (vi) amend or modify 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 and that terms of the Offer Documentsin a manner that is, when filed with the SEC and on the date first publishedor could reasonably be expected to be, sent or given adverse to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, or (vii) extend or otherwise change the Expiration Time in each case as a manner other than pursuant to and in accordance with this Agreement. (d) Unless extended pursuant to and in accordance with the extent required by applicable U.S. federal securities laws. The Company and its counsel terms of this Agreement, the Offer shall be given a reasonable opportunity to review and comment expire at midnight (ANew York City time) on the Schedule TO and date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer Documents each time before any such document is filed (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to and in accordance with the SEC after this Agreement, the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning to which the Offer has been so extended (the Initial Expiration Time, or such later time to which the Initial Expiration Time has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Time”). (e) The Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration be extended from time to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.time as follows:

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any been terminated in accordance with Article VIII and none of the events or conditions set forth in Annex IA shall have occurred and be existing, Cardinal shall cause Subcorp to commence, and Subcorp shall, within 12 business days, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend the Offer to amended (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent rules and its Affiliatesregulations thereunder, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer ConditionsExchange Act”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to Cardinal shall cause Merger Subsidiary) Subcorp to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer Subcorp shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay forpayment, as promptly as practicable after the expiration shares of the Offer, all Shares (1) BLP Common Stock that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following the initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of the Offer shall have been satisfied or waived by Subcorp, and, thereafter, Subcorp shall accept for payment additional shares of BLP Common Stock validly tendered during any subsequent offering period to the extent Cardinal and Subcorp determine to provide a subsequent offering period in connection with the Offer. Subcorp shall not accept for payment any shares of BLP Common Stock tendered pursuant to the Offer unless there shall have been validly tendered and not withdrawn prior to the Expiration Date such number of shares of BLP Common Stock that satisfy the Minimum Condition (2) validly as defined in Annex A). Subcorp expressly reserves the right to increase the Per Share Amount and to waive any condition of the Offer, except the Minimum Condition. Without the prior written consent of BLP, Subcorp shall not decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the number of shares of BLP Common Stock sought to be purchased in the Offer or waive the Minimum Condition. The Per Share Amount shall be paid less any required withholding of Taxes (as defined in Section 5.12(f)), upon the terms and subject to satisfaction or waiver of the conditions of the Offer set forth in Annex A. BLP agrees that no shares of BLP Common Stock held by BLP or any of its subsidiaries will be tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)Offer. (cb) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and Subcorp shall cause its Affiliates to, (i) file with the SEC an amendment Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule TO with respect to the Schedule TOOffer, which shall include a revised an offer to purchase purchase, form of transmittal letter and form of letter notice of transmittal reflecting the terms and conditions set forth in this Agreement guaranteed delivery (collectively, together with any supplements or amendments or supplements thereto, collectively, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the . The Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other Offer Documents filed by any of them with the SEC to will comply in all material respects with the 1934 Act provisions of applicable United States federal securities laws. The information provided and the rules to be provided by BLP, Cardinal and regulations thereunder and other applicable Law and that Subcorp for use in the Offer DocumentsDocuments shall not, when on the date filed with the SEC Commission and on the date first published, published or sent or given to holders of shares of BLP Common Stock (the stockholders of “BLP Stockholders”), as the Companycase may be, 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 Parent misleading. BLP, Cardinal and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees Subcorp each agree promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Cardinal further agrees to take all steps necessary to cause the Schedule TO Offer Documents as so corrected to be filed with the SEC Commission and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and the BLP Stockholders to the extent required by applicable U.S. United States federal securities laws. The Company . (c) Subject to the terms and its counsel conditions thereof, the Offer shall be given a reasonable opportunity to review and comment (A) remain open until at least midnight, New York City time, on the Schedule TO and the Offer Documents each time before any such document date that is filed with the SEC 20 business days after the date hereof the Offer is commenced (the initial “Expiration Date,” and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that, without the consent of BLP, Subcorp may (Bi) on from time to time extend the Offer if, at the scheduled Expiration Date, any correspondence of the conditions of the Offer shall not have been satisfied or waived until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Commission or the staff of the Commission (the “SEC Staff”) thereof applicable to the Offer; or (iii) extend the Offer for a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days in order to acquire at least 90% of the outstanding shares of BLP Common Stock. Cardinal and Subcorp shall comply with the SEC (including comment response letters) concerning obligations respecting prompt payment and announcement under the Offer or Exchange Act, and, without limiting the Offer Documentsgenerality of the foregoing, Subcorp shall, and Merger Subsidiary Cardinal shall give reasonable cause Subcorp to, accept for payment, and good faith consideration to any comments made by the Company pay for, all shares of BLP Common Stock validly tendered and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect not withdrawn pursuant to the Offer Documents promptly, but in no event later than twenty-four hours, after promptly following the receipt acceptance of such comments, and, subject the shares of BLP Common Stock for payment pursuant to the provisions hereof, promptly respond to such commentsOffer and this Agreement.

The Offer. (a) Provided that nothing shall have occurred that would give rise On a date to a right be agreed by Parent and the Company or, if they are unable to terminate agree, on or prior to the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable 20th Business Day after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this AgreementAgreement (the “Commencement Date”), Merger Subsidiary shall amend Sub will (and Parent will 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. (b) The obligation and right of Merger Sub to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer to will be solely subject to: (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be being validly tendered in accordance with the terms of the Offer (and not validly withdrawn) prior to the expiration date of the Offer and not withdrawn, a any then scheduled Expiration Time that number of Shares that, together with the Shares then owned by Parent and its Affiliates, which represents a majority of the total number of Shares then outstanding (determined on a fully-fully diluted basisbasis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, without regard to whether any convertible the vesting schedule or exchangeable securities are then vested other terms and exercisable conditions thereof)) (the “Minimum Condition”) and (ii) the satisfaction or waiver by Parent or Merger Sub (to the extent permitted hereby) of the other conditions and requirements set forth in Annex I and to no other conditions. Subject to B (together with the terms and conditions of this AgreementMinimum Condition, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant . Subject to the Offer and (y) the earliest date as of which each prior satisfaction of the Offer Conditions has been satisfied, Minimum Condition and the satisfaction or waived waiver by Parent or Merger SubsidiarySub of the other Offer Conditions, Merger Subsidiary shall Sub will (and Parent shall will cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The conditions to the Offer set forth in Annex B are for the sole benefit of Parent and Merger Sub and 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 validly tendered and not properly validly withdrawn pursuant to the Offer and promptly following will be paid net to the acceptance seller in cash, without interest, subject to any withholding of Shares for payment Taxes pursuant to Section 3.2(i). (c) The Offer will be made by means of an offer to purchase (the “Offer to Purchase”) that includes the terms and conditions of the Offer pay as set forth in this Agreement, including the Offer Conditions. Parent and Merger Sub reserve the right to waive, in whole or in part, any Offer Condition (other than the Minimum Condition), to increase the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive any of the Offer Conditions and to make any other changes in the terms and conditions of or conditions to the Offer; provided, however, that unless otherwise provided that without the prior consent of by this Agreement or as previously approved in writing by the Company (which consent may be granted or withheld by the Company in its sole discretion), Merger Sub will not (i) reduce the number of Shares subject to the Offer, (Aii) reduce the Offer Price, (iii) change, modify or waive the Minimum Condition may not be waivedCondition, (Biv) no add to the conditions set forth in Annex B or modify or change may be made that changes any Offer Condition in a manner adverse to any Stockholders, (v) except as otherwise provided in this Section 1.1, extend or otherwise change the expiration time of the Offer, (vi) change the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer, amends or adds to (vii) otherwise amend, modify or supplement any of the Offer Conditions or amends any other term terms of the Offer in any a manner adverse to any Stockholder. (d) The Offer will expire at midnight (New York City, New York time) on the stockholders date that is 20 Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the CompanyOffer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended as permitted or required by this Agreement, the date and time to which the Offer has been so extended or re-extended (Cthe Initial Expiration Time, as so extended, the “Expiration Time”). (i) If on or prior to any then scheduled Expiration Time, any of the expiration date shall Offer Conditions has 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 may (and in such case Parent will cause Merger Sub to) extend the Offer for successive periods of up to ten Business Days each (or such additional or longer periods of up to twenty (20) Business Days each if Parent so desires and the Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its sole discretion in order to permit the satisfaction of such conditions; and (ii) Merger Sub will (and Parent will cause Merger Sub to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission or its staff (the “SEC”); provided, however, that, in any case in this Section 1.1(e), Merger Sub will not be extended except as otherwise provided hereinrequired to extend the Offer beyond the Outside Date and will not be permitted to extend the Offer beyond the Outside Date without the Company’s consent in its sole discretion. (f) On the terms and subject to the conditions of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept and pay for (Dsubject to any withholding of tax pursuant to Section 3.2(i)) all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable and in any event within 12 hours after the Expiration Time. Acceptance for payment of Shares in accordance with this Agreement 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.” (g) Merger Subsidiary shall Sub will not terminate the Offer prior to any scheduled expiration date Expiration Time, except after this Agreement has been terminated in accordance with Article VIII. If the Offer is terminated or withdrawn by Merger Sub prior to the acceptance for payment of Shares tendered in the event that this Agreement is terminated pursuant Offer, Merger Sub will promptly return, and will cause any depository acting on behalf of Merger Sub to Section 11.01. Notwithstanding return, in accordance with applicable Law, all tendered Shares to the foregoing, registered holders thereof. (xh) Merger Subsidiary shall (or at As soon as practicable on the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration commencement of the Offer, Parent and Merger Subsidiary shallSub will file with the SEC, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of 14d-3 under the 1934 Exchange Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for paymentexhibits thereto, the “Acceptance DateSchedule TO”). (c) As promptly . The Schedule TO will include, as practicable after exhibits, the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, Offer to Purchase and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting and summary advertisement, if any (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer will be made, together with any amendments or and supplements thereto, the “Offer Documents”), . The Company will promptly furnish to Parent and (ii) to Merger Sub all information concerning the extent Company required by applicable U.S. federal securities laws, the Exchange Act to be set forth in the Offer Documents. Parent and Merger Sub will take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub, on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit to state on the other hand, will correct promptly 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 Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become becomes false or misleading in any material respectrespect or as otherwise required by applicable Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub will take all steps necessary to cause the Schedule TO Offer Documents, as so corrected (if applicable), to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Sharesthe Stockholders, in each case as and to the extent required by applicable U.S. federal securities lawsthe Exchange Act. The Parent and Merger Sub will 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 will 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 filing any Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub will provide the Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the such Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documentsresponse, and Parent and Merger Subsidiary shall Sub will give reasonable and good faith consideration to any comments made by such comments. (i) Parent will provide or cause to be provided to Merger Sub, within two Business Days after the Company Expiration Time, the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment, and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parentpay for, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect pursuant to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such commentsand this Agreement.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary the Parent shall amend the Offer to Existing Offer: (i) increase to provide that the purchase price consideration to $6.50 be paid per Share share of Company Common Stock pursuant to the Offer will be as calculated in accordance with Annex II hereto (the “"Offer Price”Consideration"), net to the seller in cash, ; (ii) provide that to designate the Purchaser as the offeror and to set November 29, 2001 (the "Initial Expiration Date"), as the expiration date for the Offer; and (iii) otherwise to reflect the terms and conditions of this Agreement. For purposes of this Agreement, the term "business day" shall mean any day, other than Saturday, Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern time. The obligation of the Purchaser to accept for payment and pay for shares of Company Common Stock (including the related Company Rights) tendered pursuant to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject only to the condition that there shall be validly tendered (other than by guaranteed delivery where actual delivery has not occurred) in accordance with the terms of the Offer Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares shares of Company Common Stock that, together with the Shares shares of Company Common Stock then owned by the Parent and its Affiliatesand/or the Purchaser, represents at least a majority of the total number shares of Shares Company Common Stock outstanding on a fully-fully diluted basisbasis (after giving effect to the conversion or exercise of all outstanding options, without regard warrants and other rights to acquire, and securities exercisable or convertible into, Company Common Stock, whether any convertible or exchangeable securities are then vested and exercisable not exercised or converted at the time of determination, other than potential dilution attributable to the Company Rights) (the “"Minimum Condition”") and to the satisfaction or waiver by the Purchaser as permitted hereunder of the other conditions set forth in Annex I and to no other conditionshereto. Subject to Without limiting the terms and conditions of this Agreementforegoing, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each effective upon Consummation of the Offer Conditions has been satisfied(as defined in Section 1.4), or waived by Parent or Merger Subsidiary, Merger Subsidiary shall the holder of such Company Common Stock (including the related Company Rights) will sell and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant assign to the Offer Purchaser all right, title and promptly following interest in and to all of the acceptance shares of Shares for payment pursuant Company Common Stock tendered (including, but not limited to, such holder's right to the Offer pay the Offer Price (without interest) for each Share validly tendered any and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (all dividends and of Parent to cause Merger Subsidiary) to accept for paymentdistributions with a record date before, and pay the Offer Price (without interest) fora payment date after, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”date). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth been terminated in Annex Iaccordance with Section 7.1, as promptly as practicable after the date hereof, but in no any event later than three Business Days following within ten business days after the public announcement of the execution date of this Agreement, Merger Subsidiary Sub shall amend 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 (i) increase for all of the purchase price to $6.50 Shares for consideration per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date consisting of the Offer shall be midnight (New York City time) Price, subject to reduction only for applicable federal back-up withholding or stock transfer taxes payable by the sellers of such Shares. The date on which Merger Sub commences the date that is ten Business Days (for this purpose calculated in accordance with Offer, within the meaning of Rule 14d-1(g)(3) 14d-2 under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments is referred to in this Agreement as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer ConditionsCommencement Date.”), (b) As promptly after as practicable on the later of (xi) the earliest date as of which Merger Subsidiary Sub is permitted under applicable Law Laws to accept for payment Shares tendered pursuant to the Offer Offer, and (yii) the earliest date as of which each of the conditions set forth in Annex A hereto (the “Offer Conditions has Conditions”) shall have been satisfied, satisfied or waived by Parent or Merger Subsidiarywaived, Merger Subsidiary Sub shall (and Parent Purchaser shall cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment each Share validly all Shares tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to validly withdrawn) (the Offerdate of acceptance for payment, the “Acceptance Date”). The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) Sub to accept for payment, payment and to pay the Offer Price (without interest) for, each Share for any Shares validly tendered and not properly withdrawn pursuant prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Agreement) shall be subject only to the satisfaction, satisfaction or waiver by Parent or Merger Subsidiary, of each of the Offer ConditionsConditions (and shall not be subject to any other conditions). As promptly as is commercially and reasonably practicable after the Acceptance Date, Merger Sub shall pay for such Shares. (bc) Merger Subsidiary Sub expressly reserves the right to waive any of the conditions set forth in Annex A, to increase the Offer Conditions Price and to make any other changes in the terms of or conditions to the Offer; provided provided, however, that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may Merger Sub shall not, and Purchaser shall cause Merger Sub not be waivedto, (Bi) no decrease the Offer Price, (ii) change may be made that changes the form of consideration to be paidpayable in the Offer, decreases the price per Share or (iii) decrease the number of Shares sought in the Offer, amends or adds (iv) impose additional conditions to the Offer, (v) extend the Offer beyond the Expiration Date (except to the extent required by Section 1.1(d) hereof), (vi) purchase any Shares pursuant to the Offer Conditions that when added to Shares owned by Purchaser and its Affiliates would represent less than the Minimum Condition or amends (vii) amend any other term or condition of the Offer in any manner adverse to the stockholders holders of the CompanyShares, in each case without the prior written consent of the Company (Csuch consent to be authorized by the Board or a duly authorized committee thereof). (d) the expiration date shall not be Unless extended except as otherwise provided hereinin this Agreement, and (D) Merger Subsidiary shall not terminate the Offer prior to shall expire on the date (the “Expiration Date”) that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. If, at any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the CompanyOffer, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to Merger Sub’s obligation to accept Shares for payment (including, without limitation, the Offer Minimum Condition) shall not be satisfied or waived, from Merger Sub shall, and Purchaser shall cause Merger Sub to, extend the Offer beyond the then applicable expiration date thereof for a time period ending no later than the Outside Date and reasonably necessary to time until permit such conditions are satisfied (other than conditions which by their nature are condition to be satisfied on in increments of not more than ten business days each. Notwithstanding the Acceptance Date) or waived; and (y) foregoing, Merger Subsidiary shall Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of published by the U.S. United States Securities and Exchange Commission (the “SEC”) ), or the Nasdaq Global Market staff thereof, which is applicable to the Offer; provided that . The Offer may be terminated prior to its expiration date (as such expiration date may be extended and re-extended in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate accordance with this Agreement) but only if this Agreement pursuant to is validly terminated in accordance with Section 11.01(b)(i), in which case 7 hereof. (e) If the Acceptance Date occurs but Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration Sub does not acquire at least 90% of the Offershares of Common Stock then outstanding, Merger Subsidiary Sub shall, if requested by the Company, or may, in its sole discretionand Purchaser shall cause Merger Sub to, provide a “subsequent offering period (“Subsequent Offering Period”) period” in accordance with Rule 14d-11 under the Exchange Act of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, not less than ten business days nor more than 20 business days; provided that Merger Subsidiary Sub shall, and Parent Purchaser shall cause it Merger Sub to, accept for payment immediately and pay for, as promptly as practicable after the expiration of the Offer, for all Shares (1) validly tendered during the initial offering period and not withdrawn pursuant to accept immediately and pay promptly for all Shares tendered during such subsequent offering period, in each case in accordance with Rule 14d-11 under the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)Exchange Act. (cf) As promptly as practicable after On the date hereofOffer Commencement Date, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Purchaser and Merger Subsidiary shall, and Sub shall cause its Affiliates to, (i) file with the SEC an amendment a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO, which TO shall include a revised offer contain or incorporate by reference the Offer to purchase Purchase and form forms of the related letter of transmittal reflecting the terms and conditions set forth in this Agreement all other ancillary Offer documents (collectively, together with any all amendments or and supplements thereto, the “Offer Documents”), . Purchaser and (ii) Merger Sub shall cause the Offer Documents to be made available to the holders of the Shares as and to the extent required by applicable U.S. federal securities laws. Purchaser and Merger Sub, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make on the statements thereinother hand, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees will promptly to correct any information respectively provided by it or any of its Affiliates them for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to Merger Sub will cause the Schedule TO Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated made available to holders of the Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on upon the Schedule TO and the Offer Documents each time to Purchase before any such document is they are filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer DocumentsSEC. In addition, Purchaser and Merger Subsidiary shall give reasonable and good faith consideration Sub agree to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any comments, whether written or oral comments Parentoral, that Purchaser or Merger Subsidiary Sub or their respective Affiliates or counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly, but in no event later than twenty-four hours, promptly after the receipt of such comments, and, subject comments and to consult with the provisions hereof, promptly respond Company and its counsel prior to responding to any such comments. (g) The Offer Price shall be adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Shares occurring or having a record date on or after the date of this Agreement and prior to the payment by Merger Sub for the Shares.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth been terminated in Annex Iaccordance with Article VIII, as promptly as reasonably practicable after the date hereof, of this Agreement but in no event later than three Business Days following ten business days after the public announcement of the execution date of this Agreement, Merger Subsidiary Sub shall, and Parent shall amend the Offer cause Merger Sub to (iand the Company shall cooperate with Parent and Merger Sub to) increase commence (within the purchase price to $6.50 per Share meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Offer Price“ Exchange Act ”), net to ) the seller in cash, Offer. (iib) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer ConditionsConditions ”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment each Share share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer (the time and date of acceptance for payment, the “ Acceptance Time ”) and promptly following the acceptance of Shares the shares of Company Common Stock for payment pursuant to the Offer Offer, pay (subject to any withholding of Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price (net to the seller in cash, without interest) , for each Share share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary Sub to (and of Parent to cause Merger SubsidiarySub to) to accept for payment, and pay the Offer Price (net to the seller in cash, without interest) , for, each Share share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger SubsidiarySub if permitted hereunder, of each of the Offer Conditions. (bc) Merger Subsidiary expressly reserves The Offer shall be made by means of an offer to purchase (the right “ Offer to waive any Purchase”) that contains the terms and conditions of the Offer Conditions as set forth in this Agreement, including the Minimum Tender Condition (as defined in Annex I) and the other conditions set forth in Annex I. Parent and Merger Sub expressly reserve the right (in their sole discretion) to (i) increase the Offer Price, (ii) waive, in whole or in part, any Offer Condition and (iii) make any other changes in the terms and conditions of or conditions to the Offer; provided that that, unless otherwise provided by Section 1.01(k), without the prior written consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent and Merger Sub shall cause Merger Subsidiary tonot (A) extend decrease the Offer if at Price, (B) change the scheduled form of consideration payable in the Offer, (C) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (D) impose additional conditions on the consummation of the Offer, (E) amend or extended expiration date modify any of the Offer Conditions in a manner that adversely affects any holder of shares of Company Common Stock, (F) change or waive the conditions Minimum Tender Condition, (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by Section 1.01(e) of this Agreement or (H) otherwise amend or modify the Offer in a manner that adversely affects any holder of shares of Company Common Stock. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall not expire at midnight, New York time, on the date that is 20 business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date ”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the “ Expiration Date ”). (e) The Offer shall be satisfied or waived, extended from time to time until such conditions are as follows: (i) If on or prior to any then scheduled Expiration Date, any of the Offer Conditions shall not have been satisfied (other than conditions which by their nature are to be satisfied on at the Acceptance Time), or waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one or more successive periods of up to 10 business days each in order to permit the satisfaction of such conditions (subject to the right of Parent and Merger Sub to waive any condition (other than the Minimum Tender Condition) in accordance with this Agreement); provided that, such extension of the Offer does not extend past the earlier of (A) the termination of this Agreement pursuant to Article VIII and (B) December 31, 2012 (the “ Outside Date”); (ii) If, within five business days prior to any then scheduled Expiration Date, the Company receives a Company Competing Proposal (or waived; a revision to a previously received Company Competing Proposal), then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer so that the Expiration Date does not occur until the later of (x) the date that is 5 business days following the date of the Company’s initial receipt of such Acquisition Proposal (or such revision to a previously received Acquisition Proposal) and (y) the first business day following the expiration of the applicable Notice Period related to such Acquisition Proposal (or such revision to a previously received Acquisition Proposal); provided, that such extension of the Offer shall not extend past the termination of this Agreement pursuant to Article VIII; provided, further, that Merger Subsidiary Sub shall only be required to provide for one such extension of the Offer pursuant to this Section 1.01(e)(ii) ; and (iii) Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for any period or periods required by any ruleapplicable Law, regulation, by interpretation or position of the U.S. Securities and Exchange Commission (the ““ SEC”) or its staff or by the Nasdaq Global Market New York Stock Exchange ( “NYSE”) applicable to the Offer; provided that in no event . Merger Sub shall Merger Subsidiary be required to extend not terminate the Offer beyond prior to any scheduled Expiration Date (including any rescheduled Expiration Date) without the End Date unless Parent or Merger Subsidiary is not then permitted to terminate prior written consent of the Company except in the event that this Agreement is terminated pursuant to Article VIII. Nothing in this Section 11.01(b)(i), 1.01 shall affect any of the termination rights set forth in which case Merger Subsidiary shall be required Article VIII. (f) If fewer than 90% of the number of outstanding shares of Company Common Stock are accepted for payment pursuant to extend the Offer beyond the End Date. Following expiration of the Offer, Parent and Merger Subsidiary Sub may, and at the request of the Company shall, if requested and upon any such request by the Company, or may, in its sole discretionCompany Parent shall cause the Merger Sub to, provide a for one “subsequent offering period period” (“Subsequent Offering Period”and one or more extensions thereof) in accordance with Rule 14d-11 of under the 1934 Exchange Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of this Agreement and the Offer, Merger Subsidiary shall, Sub shall (and Parent shall cause it Merger Sub to, ) promptly after any Company Common Stock is validly tendered during a “subsequent offering period” (or any extension thereof) accept for payment payment, and pay (subject to any withholding of Tax pursuant to Section 1.01(i) or Section 2.02(g)) the Offer Price net to the seller in cash, without interest, for, as each share of Company Common Stock that is validly tendered during such “subsequent offering period” or any extension thereof promptly as practicable after any such share of Company Common Stock is tendered during any such period. The Offer Documents will provide for the expiration possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.01(f). (g) In the event that this Agreement is terminated pursuant to Article VIII, Merger Sub shall (and Parent shall cause Merger Sub to) (i) within one business day of such termination, terminate the Offer, all Shares (1ii) validly tendered and not withdrawn acquire any shares of Company Common Stock pursuant to the Offer and (2iii) validly cause any depository acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered in shares of Company Common Stock to the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)registered holders thereof. (ch) As promptly as practicable after on the date hereof, but in no event later than three Business Days following the public announcement of the execution commencement of this Agreementthe Offer, Parent and Merger Subsidiary shall, Sub shall prepare and shall cause its Affiliates to, (i) file with the SEC an amendment a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase, which shall include a revised offer to purchase the summary advertisement and form of the related letter of transmittal reflecting (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer will be made, together with any amendments or and supplements thereto and including exhibits thereto, the ““ Offer DocumentsDocuments ”), . Parent and (ii) to the extent required by applicable U.S. federal securities laws, Merger Sub shall as promptly as practicable cause the Offer Documents to be disseminated to holders of Sharesthe shares of Company Common Stock in accordance with and to the extent required by Rule 14d-4 under the Exchange Act. Each of Parent, Parent and Merger Subsidiary and the Company agrees Sub agree that they shall cause the Schedule TO and the other Offer Documents filed by any of them with the SEC by either Parent or Merger Sub to comply in all material respects with the 1934 Exchange Act and the rules and regulations thereunder and other applicable Law Laws. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub and Parent’s counsel all information concerning the Company, the Company’s Subsidiaries and the Company’s stockholders that may be required in connection with any action contemplated by this Section 1.01(h), including such information required by applicable Laws to be set forth in the Offer Documents. No filing of, when filed with or amendment or supplement to, the SEC Offer Documents will be made by Parent or Merger Sub, without providing the Company and on the date first published, sent or given its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the stockholders of Acceptance Time or during any “subsequent offering period” (or extension thereof) any information relating to the Company, shall Parent, Merger Sub, or any of their respective Affiliates, directors or officers should be discovered by any of the parties hereto, which should be set forth in an amendment or a supplement to the Offer Documents so that such documents would not contain include any untrue statement misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except misleading, the party that discovers such information shall promptly notify the other parties hereto, and Parent and Merger subsidiary Sub shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed file with the SEC and the Offer Documents as so corrected to be disseminated to holders of Sharesan appropriate amendment or supplement describing such information and, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel Law, shall be given a reasonable opportunity disseminate such amendment or supplement to review and comment (A) on the Schedule TO and stockholders of the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counselCompany. Parent and Merger Subsidiary Sub shall provide notify the Company and its counsel with promptly of the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Offer Documents or for additional information, and shall promptly supply the Company with copies of all correspondence (including a written summary of any oral comments communications) between Parent, Merger Subsidiary Sub or any of their respective Affiliates or counsel may receive from Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Offer Documents promptlyDocuments. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. (i) If any portion of the Offer Price is to be paid to a person other than the person in whose name the tendered shares of Company Common Stock are registered, but in no event later than twenty-four hoursthe amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), after the receipt or such other person, or otherwise) payable on account of such commentsissuance or transfer to such other person shall be deducted from the Offer Price for the exchange of such shares of Company Common Stock in the Offer, andunless evidence satisfactory to Merger Sub of the payment of such Taxes, subject or exemption therefrom, is submitted. For the avoidance of doubt, Section 2.02(g) applies to payments made pursuant to this Section 1.01. (j) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the provisions hereofOffer. (k) If, promptly respond between the date of this Agreement and the Acceptance Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization (but excluding any change that results from (i) the exercise of stock options or the conversion into Company Common Stock of other equity awards relating to the Company Common Stock or (ii) the grant of stock-based compensation (other than any such commentsgrants not made in accordance with the terms of this Agreement) to directors or employees of the Company or its Subsidiaries under the Company’s stock option or compensation plans or arrangements), the Offer Price shall be appropriately and proportionately adjusted to reflect such reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization.

The Offer. (a) Provided that nothing shall have occurred that would give rise Subject to a right to terminate the Offer pursuant to any last sentence of the conditions set forth in Annex Ithis Section 1.1(a), as promptly as practicable after the date hereof, (but in no any event not later than three Business Days following five business days after the public announcement of the execution and delivery of this Agreement), Merger Subsidiary shall amend Parent will cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), the Offer whereby Purchaser will offer to (i) increase purchase for cash all of the purchase price to $6.50 per Shares at the Per Share (the “Offer Price”)Amount, net to the seller in cashcash (subject to reduction for any stock transfer taxes payable by the seller, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding), provided, however, that Parent may designate another direct or indirect subsidiary of Parent as the bidder thereunder (ii) provide that within the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date meaning of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(314d-1(e) under the Exchange Act) following ), in which event references herein to Purchaser will be deemed to apply to such subsidiary, as applicable. Notwithstanding the filing of such amendmentforegoing, and (iv) make such other amendments as are necessary or appropriate to conform to if between the requirements date of this AgreementAgreement 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 Parent to cause Purchaser to commence the Offer, to consummate the Offer shall be subject and to the condition that there shall be accept for payment and to pay for Shares validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawnwithdrawn in accordance therewith will be subject to, a number of Shares thatand only to, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other those conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I A hereto (the “Offer Conditions”"OFFER CONDITIONS"), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive any of the Offer Conditions and to make any other changes in the terms of or conditions to the Offer; provided that without Without the prior written consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may Company, Purchaser will not, and Parent will cause Purchaser not be waivedto, (Bi) no decrease or change may be made that changes the form of consideration to be paidthe Per Share Amount, decreases the price per Share or (ii) decrease the number of Shares sought in the Offer, amends (iii) amend or adds waive the Minimum Condition (as defined in Annex A hereto) or impose conditions other than the Offer Conditions on the Offer, (iv) extend the expiration date of the Offer (the "EXPIRATION DATE") (which will initially be 20 business days following the commencement of the Offer) except (A) as required by Law, (B) that, in the event that any condition to the Offer is not satisfied or waived at the time that the Expiration Date would otherwise occur, (1) Purchaser must extend the Expiration Date for an aggregate of 10 additional business days to the extent necessary to permit such condition to be satisfied and (2) Purchaser may, in its sole discretion, extend the Expiration Date for such additional period as it may determine to be appropriate (but not beyond June 30, 1999) to permit such condition to be satisfied, and (C) that, in the event that the OCC Condition (as defined in Annex A hereto) is not satisfied, and all other Offer Conditions have been satisfied or amends waived at the time that the Expiration Date (as extended pursuant to Section 1.1(b)(iv)(A) or (B)), would have otherwise occurred, Purchaser must either irrevocably waive the OCC Condition or extend the Expiration Date (but not beyond the date that is 60 calendar days from the date of the filing with the Office of the Comptroller of the Currency (the "OCC") in respect of the OCC Condition) to the extent necessary to permit the OCC Condition to be satisfied, or (v) amend any other term of the Offer in any manner materially adverse to Shareholders (including without limitation to result in any extension which would be inconsistent with the stockholders preceding provisions of this sentence), provided, however, that (1) subject to applicable legal requirements, Parent may cause Purchaser to waive any Offer Condition, other than the CompanyMinimum Condition, in Parent's sole discretion and (C2) the expiration date shall not Offer may be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in connection with an increase in the event that this Agreement is terminated consideration to be paid pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time so as to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; comply with applicable rules and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position regulations of the U.S. Securities and Exchange Commission (the “"SEC”) or the Nasdaq Global Market "). Except as set forth above and subject to applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend legal requirements, Purchaser may amend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the waive any Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, Condition in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 . Assuming the prior satisfaction or waiver of the 1934 Act. Subject Offer Conditions, Parent will cause Purchaser to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment payment, and pay for, as promptly as practicable after in accordance with the expiration terms of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as soon as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it Expiration Date or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such commentsextension thereof.

The Offer. (a) Provided that nothing this Agreement shall not have occurred been terminated in accordance with Article X and provided further that would give rise the Company is prepared (in accordance with Section 1.2) to a right to terminate file the Offer pursuant to any of Schedule 14D-9 on the conditions set forth in Annex Isame date as Merger Sub commences the Offer, as promptly as practicable after the date hereofof this Agreement, but in no any event not later than three 5 Business Days following from the public announcement of the execution date of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary 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) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time. The 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 validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid net to the satisfactionseller in cash, or waiver without interest, less any applicable Tax withholding. (c) The Offer shall be made by Parent or Merger Subsidiary, means of each an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. (b) . Parent and Merger Subsidiary expressly reserves Sub reserve the right (in their sole discretion) to waive waive, in whole or in part, any of Offer Condition (other than the Minimum Condition), to increase the Offer Conditions and Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or conditions as previously approved in writing by the Company, Merger Sub shall not, and Parent shall not on Merger Sub’s behalf, (i) reduce the number of Shares subject to the Offer; , (ii) reduce the Offer Price or change the form of consideration payable in the Offer, (iii) change, modify or waive the Minimum Condition, (iv) add to the conditions set forth on 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 1.1, extend or otherwise change the Expiration Time, or (vi) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse to any shareholders of the Company. (d) Subject to the terms and conditions of this Agreement, unless the Offer is extended in accordance with this Agreement or the Parties shall otherwise agree, the Offer shall expire at midnight, New York City time, on the date that without is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the prior consent Exchange Act) following the commencement of the Offer (such time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Time”). (e) Subject to the terms and conditions of this Agreement, unless this Agreement has been terminated in accordance with Article X, (i) Merger Sub may, and at the request of the Company shall (which consent may and Parent shall cause Merger Sub to), extend the Offer on one or more occasions for periods of up to 20 Business Days per extension (with the length of any such extension to be granted determined by Merger Sub (or withheld by the Company Parent on its behalf) in its sole discretion) up to and including the Termination Date, if at any then-scheduled Expiration Time any Offer Condition has not been satisfied or waived and (Aii) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided hereinMerger Sub shall, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary Sub to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period or periods if required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market Law applicable to the Offer; provided provided, however, that in no event shall Merger Subsidiary Sub be required to, nor shall Parent be required to cause Merger Sub to, extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Termination Date. . (f) Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, 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 1934 ActExchange 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 foregoing, including the requirements of Rule 14d-11, and upon the terms and subject conditions of this Agreement and the satisfaction or waiver of the Offer Conditions prior to the conditions of the OfferExpiration Time, Merger Subsidiary Sub shall, and Parent shall cause Merger Sub to, (i) promptly after the date of the Expiration Time (as it tomay 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 for, 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 of Expiration Time. Parent shall provide or cause to be provided to Merger Sub on a timely basis the Offer, all funds necessary to pay for any Shares (1) validly tendered and not withdrawn that Merger Sub becomes obligated to accept for payment pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. (ch) As promptly as practicable after Merger Sub shall not terminate the date hereof, but in no event later than three Business Days following Offer prior to any then-scheduled Expiration Time without the public announcement prior written consent of the execution Company except in the event that this Agreement is terminated pursuant to Article X. If the Offer is terminated or withdrawn by Merger Sub in accordance with the terms of this Agreement, or this Agreement is terminated pursuant to Article X, prior to the acceptance for payment of the Shares tendered in the Offer, Merger Subsidiary Sub shall, and shall cause its Affiliates any depository acting on behalf of Merger Sub to, promptly (and in any event within three Business Days) return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (i) As soon as practicable on the date of the commencement of the Offer, Parent and Merger Sub shall file with the SEC an amendment 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, which shall include as exhibits, the Offer to Purchase and a revised offer to purchase and form of letter of transmittal reflecting and summary advertisement (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer will be made, together with any amendments or and supplements thereto, the “Offer Documents”), . The Company shall promptly furnish in writing to Parent and (ii) to Merger Sub all information concerning the extent Company and its Subsidiaries that may be required by applicable U.S. federal securities laws, 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 disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given disseminated to the stockholders shareholders of the Company, shall not contain any untrue statement of a material fact or omit in each case as and to state any material fact the extent required to be stated therein or necessary in order to make by the statements therein, in light of the circumstances under which they were made, not misleading (except that Exchange Act. Parent and Merger subsidiary shall have no obligation with respect to any information in Sub, on the Offer Documents supplied by the Company or its Representatives in writing). Each of Parentone hand, Merger Subsidiary and the Company agrees Company, on the other hand, agree to promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agree to take all steps reasonably necessary to cause the Schedule TO Offer Documents, as so corrected (if applicable), to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders the shareholders of Sharesthe Company, in each case as and to the extent required by applicable U.S. federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the such Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documentsresponse, and Parent and Merger Subsidiary Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided that nothing shall have occurred that would give rise Subject to a right to terminate the Offer pursuant to any provisions of the conditions set forth in Annex Ithis Agreement, as promptly as practicable after the date hereof, but in no event later than three Business Days following May 25, 1999, Sub shall, and Parent shall cause Sub to, commence, within the public announcement meaning of Rule 14d-2 under the execution of this Agreement, Merger Subsidiary shall amend the Offer to Exchange Act (i) increase the purchase price to $6.50 per Share (the “Offer Price”as hereinafter defined), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the Offer. The initial expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendmentJune 23, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer1999. The obligation of Merger Subsidiary (Sub to, and of Parent to cause Merger Subsidiary) to Sub to, commence the Offer and accept for payment, and pay the Offer Price (without interest) for, each Share validly any Shares tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfactionconditions set forth in Exhibit A, or waiver any of which may be waived by Parent or Merger SubsidiarySub in their sole discretion; provided that, without the prior written consent of each the Company, Sub shall not (i) waive the Minimum Condition (as defined in Exhibit A), (ii) reduce the number of Shares of Common Stock subject to the Offer, (iii) reduce the price per Share to be paid pursuant to the Offer, (iv) extend the Offer if all of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive any of the Offer Conditions and to make any other changes in the terms of conditions are satisfied or conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (Bv) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer, amends or adds to the Offer Conditions (vi) amend, add or amends waive any other term or condition of the Offer (including the conditions set forth on Exhibit A) in any manner adverse to that would adversely affect the Company or its stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to in any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01material respect. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at Sub may, without the request consent of the Company, Parent shall cause Merger Subsidiary to) extend the Offer (i) if at the then scheduled or extended expiration date of the Offer any of the conditions to the Offer Sub's obligation to accept for payment and pay for shares of Common Stock shall not be have been satisfied or waived, from time until the fifth business day after the date Sub reasonably believes to time until be the earliest date on which such conditions are satisfied will be satisfied; (other than conditions which by their nature are to be satisfied on the Acceptance Dateii) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission SEC (the “SEC”as hereinafter defined) or the Nasdaq Global Market its staff applicable to the Offer; provided or (iii) for an aggregate period of not more than ten business days (for all such extensions) notwithstanding the satisfaction of all conditions to the Offer. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition or the Regulatory Condition (as defined in Exhibit A) shall not have been satisfied, but at such scheduled expiration date each of the other conditions set forth in Exhibit A shall then be satisfied, at the request of the Company, Sub shall extend the Offer from time to time, subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub further agree that in no the event Sub wishes to terminate the Offer solely by reason of the condition described in clause (i) of Exhibit A, Sub shall Merger Subsidiary first extend the Offer for a minimum period of ten days, it being understood that, if at the end of such ten day period, a banking moratorium or suspension of payments in respect of banks in the United States shall be in effect, Sub shall then be entitled to terminate the Offer under the provisions of clause (i) of Exhibit A, provided, that Sub shall not be required to extend the Offer beyond more than once pursuant to this sentence. Notwithstanding anything to the End Date unless Parent contrary contained herein, the parties further agree that, in the event that upon any scheduled expiration date of the Offer (or Merger Subsidiary is not then permitted any extension thereof), (x) all conditions to terminate the Offer set forth in Exhibit A to this Agreement pursuant have been satisfied and (y) for a period of five consecutive trading days prior to Section 11.01(b)(ithe expiration of the Offer (or any extension thereof), the average of the daily closing values of the Standard & Poor's Index of 500 Industrial Companies (the "S&P Index") for such five trading days shall reflect a decline in which case excess of 25% as compared to the closing value of the S&P Index on the close of business on the trading day next preceding the date of the Merger Subsidiary Agreement, then Sub shall be required entitled to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide for a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Actnot to exceed eight trading days. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the OfferOffer set forth in Exhibit A, Merger Subsidiary Sub shall, and Parent shall cause it Sub to, accept pay for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as soon as practicable after the date hereof, but in no event later than three Business Days following the public announcement expiration of the execution Offer. (b) On the date of this Agreementcommencement of the Offer, Merger Subsidiary shall, Parent and Sub shall cause its Affiliates to, (i) file with the SEC an amendment Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Schedule TOOffer, which shall include a revised contain (included as an Exhibit) or incorporate by reference an offer to purchase and form of a related letter of transmittal reflecting and summary advertisement (such Schedule 14D-1 and the terms and conditions set forth in this Agreement (collectivelydocuments therein pursuant to which the Offer will be made, together with any supplements or amendments or supplements thereto, the “"Offer Documents”"), . The Company and (ii) its counsel shall be given an opportunity to the extent required by applicable U.S. federal securities laws, cause review and comment upon the Offer Documents prior to be disseminated to holders of Sharesthe filing thereof with the SEC. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other The Offer Documents filed by any of them with the SEC shall comply as to comply form in all material respects with the 1934 requirements of the Securities Exchange Act and of 1934, as amended (including the rules and regulations thereunder promulgated thereunder, the "Exchange Act"), and other applicable Law and that on the Offer Documents, when date filed with the SEC and on the date first published, sent or given to the stockholders of Company's stockholders, the Company, Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (misleading, except that no representation is made by Parent and Merger subsidiary shall have no obligation or Sub with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing), expressly for inclusion in the Offer Documents. Each of Parent, Merger Subsidiary Sub and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts each of Parent and Sub further agrees to take all steps necessary to cause the Schedule TO Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Sharesshares of Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall Sub agree to provide the Company and its counsel in writing with copies of any written or oral comments Parent, Merger Subsidiary Sub or their respective Affiliates or counsel may receive from the SEC or its staff with respect to the Offer Documents promptlyDocuments. (c) Prior to or concurrently with the expiration of the Offer, but in no event later than twenty-four hours, after Parent shall provide or cause to be provided to Sub all of the receipt of such comments, and, subject funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the provisions hereof, promptly respond to such commentsOffer.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth been terminated in Annex Iaccordance with Section 7.01, as promptly as practicable after the date hereof, but in no event later than three ten (10) Business Days following the public announcement of the execution date of this Agreement, Merger Subsidiary Sub shall amend (and Parent shall cause Merger Sub to) commence, within the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date meaning of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) 14d-2 under the Exchange Act, the Offer to purchase all of the outstanding shares of Company Common Stock (other than Excluded Shares) following at a price per share equal to the filing Offer Price. The consummation of such amendmentthe Offer, and (iv) make such other amendments as are necessary or appropriate the obligation of Merger Sub to conform accept for payment and pay for any shares of Company Common Stock tendered pursuant to the requirements of this Agreement. The Offer Offer, shall be subject to the condition that only to: (i) there shall be being validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a properly withdrawn prior to the Expiration Date that number of Shares thatshares of Company Common Stock which, together with the Shares number of shares of Company Common Stock (if any) then owned by Parent and Parent, Merger Sub or its Affiliatesother Subsidiaries, represents a majority of the total number of Shares outstanding shares of Company Common Stock entitled to vote on a fully-diluted basisthe matter (collectively, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and to (iii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”), promptly after . For purposes of determining whether the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions Minimum Condition has been satisfied, any shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have actually been delivered pursuant to such procedures. (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waived waiver by Parent or Merger SubsidiarySub, of the other Offer Conditions, in each case, as of the Expiration Date, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment each Share and pay for all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer and on or promptly following (within the acceptance meaning of Shares for payment pursuant Section 14e-1(c) under the Exchange Act) after the applicable Expiration Date. Subject to the Offer pay Section 2.10(h), the Offer Price (without interest) for payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation share of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid net to the satisfactionseller in cash, or waiver without interest. (c) The Offer shall be made by Parent or Merger Subsidiary, means of each an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. (b) . Merger Subsidiary Sub expressly reserves the right to waive any of the Offer Conditions and to make any other changes change in the terms of or conditions to the Offer; provided provided, however, that without the prior consent of the Company (which consent may be granted or withheld unless previously approved by the Company in its sole discretionwriting, Parent and Merger Sub shall not: (i) (A) decrease the Minimum Condition may not be waivedOffer Price other than pursuant to Section 2.09(e), (Bii) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer, amends (iii) change the number of shares of Company Common Stock to be purchased in the Offer, (iv) waive the Minimum Condition, the Termination Condition or adds 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 amends (ix) modify, supplement or amend any other term or condition of the Offer in any a manner adverse to the stockholders holders of Company Common Stock. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 11:59 p.m. (New York City time) on the date that is twenty (20) Business Days following the commencement of the CompanyOffer, as calculated in accordance with Rule 14d-1(g)(3) of the Exchange Act (such time and date, the “Initial Expiration Date”) or if the Initial Expiration Date has been extended in accordance with this Agreement, on the date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) Unless this Agreement has been terminated in accordance with its terms, if as of any then scheduled Expiration Date, (Ci) any Offer Condition (other than the expiration date shall Minimum Condition) has not be extended except as otherwise provided hereinbeen satisfied or, and (D) to the extent waivable by Parent or Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated Sub pursuant to Section 11.01. Notwithstanding the foregoingthis Agreement, (x) waived by Parent or Merger Subsidiary Sub, Merger Sub shall (or at the request of the Company, and Parent shall cause Merger Subsidiary Sub to) extend the Offer for successive periods of up to ten (10) Business Days each (or such longer period of up to twenty (20) Business Days if at Parent so desires and the scheduled Company consents in writing prior to such extension), the length of each such period to be determined by Parent in its reasonable discretion in order to permit the satisfaction of any such Offer Conditions; provided, however, that (x) in no event shall Parent or extended expiration date Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Offer any of Marketing Period without the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; Company’s prior written consent and (y) Merger Subsidiary Sub shall be required to extend the Offer pursuant to this clause (i) only if in the reasonable discretion of Parent any such Offer Condition is capable of being satisfied on or prior to the End Date, (ii) all of the Offer Conditions (other than the Minimum Condition) have been satisfied or, to the extent waivable by Parent or Merger Sub pursuant to this Agreement, waived by Parent or Merger Sub, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for an extension period of ten (10) Business Days (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in writing prior to such extension), in order to permit the satisfaction of the Minimum Condition; provided, however, that (x) in no event shall Parent or Merger Sub extend the Offer for a period that expires more than three (3) Business Days following the end of the Marketing Period without the Company’s prior written consent and (y) Merger Sub shall not be required to extend the Offer pursuant to this clause (ii) on more than two (2) occasions, but may, in its sole and absolute discretion, elect to do so, and (iii) Merger Sub shall extend the Offer for any the minimum period or periods required by any ruleapplicable Law or applicable rules, regulationregulations, interpretation interpretations or position positions of the U.S. Securities and Exchange Commission (the “SEC”) SEC or its staff or the Nasdaq NASDAQ Global Market applicable to the OfferMarket; provided provided, however, that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall 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. Following expiration Notwithstanding the foregoing, nothing in this Section 2.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Parties to terminate this Agreement pursuant to Section 7.01. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 7.01. If this Agreement is terminated pursuant to Section 7.01, Merger Sub shall (and Parent shall cause Merger Sub to) promptly terminate the Offer and shall not acquire the shares of Company Common Stock pursuant thereto. If the Offer is terminated by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered shares of Company Common Stock that have not then been purchased in the Offer to the registered holders thereof. (g) As soon as practicable on the date of the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer, Parent and Merger Subsidiary Sub shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”).: (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment 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, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements including all exhibits thereto, to the “Offer Documents”)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 (ii) mail by means of first class mail or other acceptable means a copy of the Schedule TO, to the extent required by applicable U.S. federal securities laws, 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. Each shares of ParentCompany 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 Subsidiary Notice”) to be disseminated to all holders of shares of Company Common Stock with the Offer Documents. (h) The Schedule TO shall include as exhibits the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and a form of notice of guaranteed delivery (the Schedule TO and the Company agrees that they documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as the “Offer Documents”) and the Maryland Short Form Merger Notice. Parent and Merger Sub shall cause the Schedule TO and the other Offer Documents filed by any of them with the SEC to comply as to form in all material respects with the 1934 Act requirements of applicable Law. Subject to Section 5.02, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the rules and regulations thereunder and other applicable Law and that the Offer Documents. The Company shall furnish in writing to Parent and Merger Sub all information concerning the Company and its Subsidiaries that is required by applicable Laws or reasonably requested by Parent or Merger Sub to be included in the Schedule TO or the Offer Documents so as to enable Parent and Merger Sub to comply with their obligations under this Section 2.01(h). Parent and Merger Sub, when filed with the SEC and on the date first publishedone hand, sent or given to the stockholders of and the Company, shall not contain any untrue statement of a material fact or omit on the other hand, agree 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 Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates respective Representatives for use in the Schedule TO and the Offer Documents Documents, if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shallrespect or as otherwise required by applicable Law, and shall cause its Affiliates to, use their respective reasonable best efforts Parent and Merger Sub agree to cause the Schedule TO Offer Documents, as so corrected corrected, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Sharesshares of Company Common Stock, in each case as and to the extent required by all applicable U.S. federal securities lawsLaws, including the Exchange Act. The Company and its (and the Special Committee’s) legal counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is they are filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer DocumentsSEC, and Parent and Merger Subsidiary Sub shall give reasonable and good faith due consideration to any comments made 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, Parent and Merger Subsidiary Sub shall provide the Company and its (and the Special Committee’s) legal counsel with copies of any written or comments, and shall inform them of any oral comments comments, that Parent, Merger Subsidiary Sub or their respective Affiliates or 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, but promptly (and in no any event later than twenty-four within 48 hours, ) after the receipt of such comments, and any written or oral responses thereto. The Company and its (and the Special Committee’s) legal counsel shall be given a reasonable opportunity to review any proposed written or oral responses to the Schedule TO and Offer Documents and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its (and the Special Committee’s) legal counsel and, subject to the provisions hereofextent practicable, promptly respond to such commentsparticipate in any substantive telephonic communications with the staff of the SEC related thereto.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer been terminated pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this AgreementArticle IX, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) 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 cause Merger Sub to, accept for payment and pay for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not validly withdrawn prior to any then scheduled Expiration Time that number of shares of Company Common Stock which, together with the shares of Company Common Stock beneficially owned by Parent or Merger Sub (if any), represents at least a majority of the shares of Company Common Stock outstanding as of immediately prior to the expiration of the Offer (as it may be extended and re-extended in accordance with this Section 2.1) (the “Minimum Condition”); (ii) the Company Board having granted each of Parent and Merger Sub an effective exemption from the restrictions on 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 Conditions”). For purposes of determining whether the Minimum Condition has been satisfied, any shares tendered in the Offer pursuant to guaranteed delivery procedures shall be included only if such shares have been delivered pursuant to such procedures. Subject to the prior satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions as of the Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms and accept for payment each Share and pay for all shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer and as promptly following as practicable after the acceptance of Shares for payment pursuant to the Offer pay the Expiration Time. The Offer Price (without interest) for payable in respect of each Share share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid to the satisfactionseller in cash, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. without interest (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior subject to any scheduled expiration date except in the event that this Agreement is terminated withholding of Tax pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i4.3), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon on the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such commentsAgreement.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth been terminated in Annex Iaccordance with Section 8.01, as promptly as practicable after and in any event within one Business Day following the date hereofhereof (or such later date as the parties may mutually agree in writing), but in no event later than three Business Days following Merger Sub (i) shall amend the public announcement of Offer to reflect the execution of this Agreement, Merger Subsidiary (ii) shall amend file an amendment to its Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Offer to (i) increase the purchase price to $6.50 per Share Securities and Exchange Commission (the “Offer PriceSEC”)) and make all deliveries, net filings, publications, mailings and telephonic notices required to the seller be made in cash, (ii) provide that the conditions to connection with the Offer shall under the Federal securities laws, including Regulations 14D and 14E of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be as set forth in Annex I filed with the SEC and that no such other conditions shall applyfilings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) provide that shall use its reasonable best efforts to consummate the expiration date Offer. Parent will cause Merger Sub to accept for payment and pay for any shares of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform Company Common Stock tendered pursuant to the requirements of this Agreement. The Offer shall be Offer, subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer and not withdrawn prior to the expiration date of the Offer and not withdrawn, a such number of Shares shares of Company Common Stock that, together with when added to the Shares then shares of Company Common Stock already owned by Parent and or any of its AffiliatesSubsidiaries, represents would constitute at least a majority of the total number shares of Shares Company Common Stock outstanding determined on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable Fully Diluted Basis on the date of expiration of the Offer (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to hereto (together with the terms and conditions of this AgreementMinimum Condition, including the prior satisfaction or waiver of the conditions set forth in Annex I (collectively, the “Tender Offer Conditions”). (b) Without the prior written consent of the Company, promptly after Merger Sub shall not (and Parent shall cause Merger Sub not to) decrease the later Offer Price or change the form of (x) consideration payable in the earliest date as Offer, decrease the number of which Merger Subsidiary is permitted under applicable Law shares of Company Common Stock sought to accept for payment Shares tendered pursuant be purchased in the Offer, impose additional conditions to the Offer and (y) the earliest date as of which each or amend any other term of the Offer in a manner that is adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The Offer shall remain open until the date that is five Business Days after the amendment of the Offer (the “Expiration Date”), unless the period of time for which the Offer is open shall have been extended as may be required by applicable Law or in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire; provided, however, that Merger Sub may (or, at the Company’s option, if at least 80% of the outstanding shares of Company Common Stock on a Fully Diluted Basis have been tendered and accepted for payment by Merger Sub, shall) provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). If, at any Expiration Date, any of the Tender Offer Conditions has been satisfied, are not satisfied or waived by Parent or Merger SubsidiarySub, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate extend the Offer from time to time, each such extension not to exceed such number of days that Merger Sub reasonably believes is necessary to cause the Tender Offer Conditions to be satisfied (but in accordance with its any event not more than 15 Business Days for all such extensions, unless, in each case, the parties shall otherwise mutually agree in writing). Under no circumstances shall Parent or Merger Sub waive the Minimum Condition. Subject to the terms of the Offer and this Agreement and the satisfaction of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment each Share and pay for any and all shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer and promptly following after such Expiration Date, regardless of the acceptance number of Shares shares of Company Common Stock tendered in the Offer (such date as Merger Sub shall be obligated to accept for payment pursuant to the Offer pay the Offer Price (without interest) for each Share any and all shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (c) As promptly as practicable after Each of Parent and Merger Sub, on the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shallone hand, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make on the statements thereinother hand, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct promptly any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information it shall have become false or misleading in any material respect. respect and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agrees to take all steps necessary to cause the Schedule TO Offer Documents as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders stockholders of Sharesthe Company, in each case case, as and to the extent required by applicable U.S. federal Federal securities lawsLaws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed in advance of their filing with the SEC after and dissemination to stockholders of the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counselCompany. Parent and Merger Subsidiary Sub shall provide to the Company and its counsel with copies in writing of any written or comments and shall inform the Company of any oral comments that Parent, Merger Subsidiary Sub or their respective Affiliates or counsel may receive from the SEC or its staff with respect to the Offer Documents promptly, but in no event later than twenty-four hours, promptly after the receipt of such comments, and, subject . The Company and its counsel shall be given a reasonable opportunity to the provisions hereof, promptly respond to review any such commentswritten and oral comments and proposed responses.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated been terminated in accordance with Section 9.1, Merger Sub shall, and Parent shall cause Merger Sub to, on or before December 3, 2013, commence (within the meaning of Rule 14d-1(g)(3) 14d-2 under the Exchange Act), the Offer. (b) following the filing The obligations of such amendmentMerger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for (ivby means of funds provided to Merger Sub by Intermediary) make such other amendments as are necessary or appropriate to conform any shares of Company Common Stock pursuant to the requirements of this Agreement. The Offer shall be is subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver (as provided in Section 2.1(c) below) of the conditions set forth in Annex I (the “Offer Conditions”), promptly after . On the later terms and subject to the conditions of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiarythis Agreement, Merger Subsidiary shall (Sub shall, and Parent shall cause Merger Subsidiary Sub to, accept and pay for (by means of funds provided to Merger Sub by Intermediary) consummate the Offer in accordance with its terms and accept for payment each Share all shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the expiration date of the Offer and promptly following the in compliance with applicable Law. The acceptance of Shares for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer pay is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Price Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub (without interestby means of funds provided to Merger Sub by Intermediary) on a timely basis funds necessary to purchase and pay for each Share validly tendered any and not properly withdrawn all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (bc) Parent and Merger Subsidiary Sub expressly reserves reserve the right to waive any of the Offer Conditions and Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of or conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted that, unless otherwise provided in this Agreement or withheld previously approved by the Company in its sole discretionwriting, Parent and Merger Sub shall not: (i) (A) decrease the Minimum Condition may not be waived, (B) no Offer Price or change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer, amends (ii) decrease the number of shares of Company Common Stock subject to or adds sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amends amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in any a manner that is materially adverse to the stockholders holders of shares of Company Common Stock or (vi) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the Stockholders as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, (C) the expiration date Company Subsidiary and the Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the Offer to the record and beneficial holders of shares of Company Common Stock. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall not be extended except as otherwise provided hereinhave become false or misleading in any material respect, and (D) Parent and Merger Subsidiary shall not terminate Sub further agree to take all steps necessary to cause the Offer prior Documents as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any comments (whether written or oral) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any scheduled expiration date except comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the event Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 2.1(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Agreement is terminated pursuant Section 2.1(e) or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 11.012.1(e), the “Expiration Date”). Notwithstanding the foregoing, (xi) Merger Subsidiary shall (or at if, on the request then-effective Expiration Date, any of the CompanyOffer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Subsidiary Sub to, extend the Offer for successive periods of not more than 10 Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree in order to permit the satisfaction of the Offer Conditions; provided that if the sole then-unsatisfied Offer Condition is the Minimum Condition, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (i) is 40 Business Days; provided further that Merger Sub shall not, without the Company’s prior written consent, extend the Offer if at the scheduled or extended expiration date of the all Offer any of the conditions to the Offer shall not be Conditions have been satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (yii) Merger Subsidiary Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) SEC or the Nasdaq Global Market its staff applicable to the OfferOffer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that that, in no each case, Merger Sub shall not in any event shall Merger Subsidiary be required to to, and without the Company’s prior written consent shall not, extend the Offer beyond the End Outside Date, and (iii) Merger Sub shall have the right successively to extend the Offer from time to time if, on the on the then-effective Expiration Date the Marketing Period shall not have been completed, and in each instance Merger Sub may extend the Offer for an extension period of not more than 10 Business Days (the length of such period to be determined by Merger Sub); provided that, unless the parties agree otherwise, the maximum aggregate number of days that Merger Sub shall extend the Offer pursuant to this clause (iii) is 20 Business Days. Nothing in this Section 2.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Subsidiary is not then permitted Sub to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required 9.1. In the event that this Agreement is terminated pursuant to extend the Offer beyond the End Date. Following expiration of the Offerterms hereof, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary Sub shall, and Parent shall cause it Merger Sub to, accept promptly (and in any event within one Business Day of such termination) irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 9.1, prior to the acceptance for payment and pay for, as promptly as practicable after the expiration of shares of Company Common Stock tendered in the Offer, all Shares (1) validly tendered Merger Sub shall, and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for paymentParent shall cause Merger Sub to, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shallreturn, and shall cause its Affiliates toany depository acting on behalf of Merger Sub to return, (i) file with the SEC an amendment all tendered Company Common Stock to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to registered holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such commentsthereof.

The Offer. (a) Provided that nothing Merger Sub shall, and Parent shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex Icause Merger Sub to, as promptly as practicable (and, in any event, within ten (10) Business Days) after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend commence (within the Offer to (i) increase meaning of Rule 14d-2 under the purchase price to $6.50 per Share Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Offer PriceExchange Act”), net ) the Offer. (b) The obligation of Merger Sub to the seller in cash, (ii) provide that the conditions accept for payment and pay for any shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer shall be as set forth in Annex I and that no other conditions shall apply, subject to: (iiii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be being validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a validly withdrawn prior to any then scheduled Expiration Time that number of Shares thatshares of Company Common Stock which, together with the Shares then shares beneficially owned by Parent and its Affiliatesor Merger Sub (if any), represents at least a majority of the total number of Shares Company Common Stock then outstanding determined on a fully-fully diluted basisbasis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, without regard to whether the vesting schedule or other terms and conditions thereof and the exclusion of any convertible or exchangeable securities are then vested and exercisable treasury stock) (the “Minimum Condition”); and (ii) and to the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I and to no other conditions. Subject to Exhibit A (together with the terms and conditions of this AgreementMinimum Condition, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant . Subject to the Offer and (y) the earliest date as of which each prior satisfaction of the Offer Conditions has been satisfiedMinimum Condition and the satisfaction, or waived waiver by Parent or Merger SubsidiarySub, of the other Offer Conditions, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate the Offer in accordance with its terms and accept for payment each Share and pay for all shares of Company Common Stock validly tendered and not properly validly withdrawn pursuant to the Offer and as promptly following as practicable after the acceptance of Shares for payment pursuant to the Offer pay the Expiration Time. The Offer Price (without interest) for payable in respect of each Share share of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only paid net to the satisfactionseller in cash, or waiver without interest, on the terms and subject to the conditions set forth in this Agreement and the Offer. (c) The Offer shall be made by Parent or Merger Subsidiary, means of each an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in this Agreement, including the Offer Conditions. (b) . Parent and Merger Subsidiary Sub expressly reserves reserve the right (in their sole discretion) to waive waive, in whole or in part, any of Offer Condition, to increase the Offer Conditions and Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or conditions as previously approved in writing by the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock subject to the Offer; provided that without , (ii) reduce the prior consent of the Company Offer Price, (which consent may be granted iii) change, modify or withheld by the Company in its sole discretion) (A) waive the Minimum Condition may not be waivedCondition, (Biv) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds add to the conditions set forth in Exhibit A or modify or change any Offer Conditions or amends any other term of the Offer Condition in a manner adverse in any manner adverse material respect to the any stockholders of the Company, (Cv) the expiration date shall not be extended except as otherwise provided hereinin this Section 1.01, extend or otherwise change the expiration date of the Offer, (vi) change the form of consideration payable in the Offer, or (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any stockholders of the Company. (d) The Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to which the Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the “Expiration Time”). (e) Notwithstanding anything in this Agreement to the contrary, and without limiting Parent’s or Merger Sub’s obligations under this Section 1.01(e), Merger Sub (Di) shall (and Parent shall cause Merger Sub to), extend the Offer on one or more occasions for successive periods not to exceed ten (10) Business Days in each instance (or for such longer period to which the Company reasonably agrees), if on any then-scheduled Expiration Time any of the Offer Conditions shall not be satisfied or, in Merger Sub’s sole discretion, waived, until such time as such condition or conditions are satisfied or waived and (ii) shall extend the Offer for any period required by applicable Law, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or the New York Stock Exchange (“NYSE”) applicable to the Offer, subject to any waiting period (and any extension thereof) applicable to the consummation of the Offer under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other applicable foreign antitrust, competition or similar Law shall have expired or been terminated; provided, however, that in no event shall Merger Sub be required to extend the Offer (A) beyond January 31, 2012 (the “Outside Date”) or (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article VIII. (f) On the terms and subject to the conditions of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to any withholding of tax pursuant to Section 3.05) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the Expiration Time (as it may be extended and re-extended in accordance with this Section 1.01). Acceptance for payment of shares of Company Common Stock pursuant to and subject to the Offer Conditions upon the Expiration Time is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right to, in its sole discretion, following the Offer Closing, extend the Offer for a “subsequent offering period” not to exceed ten (10) Business Days in each instance (or for such longer period to which the Company reasonably agrees) (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act, and the Offer Documents (as defined below) may, in Merger Sub’s sole discretion, provide for such a reservation of right. Nothing contained in this Section 1.01 shall affect any termination rights in Article VIII. (g) Merger Subsidiary Sub shall not terminate the Offer prior to any scheduled expiration date Expiration Time without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 11.01Article VIII. Notwithstanding If the foregoingOffer is terminated or withdrawn by Merger Sub, (x) Merger Subsidiary shall (or at this Agreement is terminated pursuant to Article VIII, prior to the request acceptance for payment of the CompanyCompany Common Stock tendered in the Offer, Parent Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Subsidiary toSub to return, all tendered Company Common Stock to the registered holders thereof. (h) extend As soon as practicable on the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration commencement of the Offer, Parent and Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent Sub shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”). (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment 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, which shall include as exhibits, the Offer to Purchase and a revised offer to purchase and form of letter of transmittal reflecting and summary advertisement (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer will be made, together with any amendments or and supplements thereto, the “Offer Documents”), . The Company shall promptly furnish to Parent and (ii) to Merger Sub all information concerning the extent Company required by applicable U.S. federal securities laws, 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 disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given disseminated to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit in each case as and to state any material fact the extent required to be stated therein or necessary in order to make by the statements therein, in light of the circumstances under which they were made, not misleading (except that Exchange Act. Parent and Merger subsidiary shall have no obligation with respect to any information in Sub, on the Offer Documents supplied by the Company or its Representatives in writing). Each of Parentone hand, Merger Subsidiary and the Company agrees Company, on the other hand, agree to promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law. Parent and Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts Sub further agree to take all steps necessary to cause the Schedule TO Offer Documents, as so corrected (if applicable), to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders the stockholders of Sharesthe Company, in each case as and to the extent required by applicable U.S. federal securities lawsthe Exchange Act. The Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall promptly provide the Company with copies of all correspondence between them and their representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Offer Documents (including any amendments or supplements thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the such Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documentsresponse, and Parent and Merger Subsidiary Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments. (i) Parent shall provide or cause to be provided to Merger Sub, on a timely basis, the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Provided that nothing Upon the terms and subject to the --------- conditions of this Agreement, Purchaser shall have occurred that would give rise to a right to terminate commence the Offer pursuant to any of the conditions set forth in Annex I, as promptly as reasonably practicable after the date hereof, but in no event later than three five Business Days after the initial public announcement of Purchaser's intention to commence the Offer. The initial scheduled expiration date for the Offer shall be 20 Business Days following the public announcement commencement of the execution Offer. The obligation of this Agreement, Merger Subsidiary shall amend the Offer Purchaser to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net accept for payment and pay for Shares tendered pursuant to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition (the "Minimum Condition") that there ----------------- shall be have been validly tendered in accordance with the terms of the Offer and not withdrawn prior to the expiration date of the Offer and not withdrawn, a at least such number of Shares thatwhich, together with the Shares then when added to any shares of Common Stock already owned by Parent and its AffiliatesParent, represents shall constitute a majority of the total number then outstanding shares of Shares outstanding Common Stock on a fully-fully diluted basisbasis (including, without regard to whether limitation, all shares of Common Stock issuable upon the conversion of the ESOP Preferred Stock and any convertible securities or exchangeable securities are then vested and exercisable (upon the “Minimum Condition”exercise of any options, warrants or rights) and also shall be subject to the satisfaction of the other conditions set forth in Annex I and to no other conditionsA hereto. Subject The conditions to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions Offer set forth in Annex I (A hereto are for the “Offer Conditions”), promptly after the later benefit of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer Parent and (y) the earliest date as of which each Purchaser regardless of the Offer Conditions has been satisfiedcircumstances giving rise to such conditions or, or except as expressly set forth herein, may be waived by Parent and Purchaser in whole or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offerpart. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary Purchaser expressly reserves the right to waive any of such condition, to increase the Offer Conditions price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that without the -------- ------- prior written consent of the Company, Parent and Purchaser shall not (i) waive the Minimum Condition, (ii) decrease the price per Share payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or add to the conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company Offer set forth in its sole discretion) (A) the Minimum Condition may not be waivedAnnex A hereto, (Bv) no extend the Offer, (vi) change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought payable in the Offer, amends or adds (vii) amend, add to the Offer Conditions or amends waive any other term of the Offer in any manner which would be adverse to the stockholders of Company or the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01Holders. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at Purchaser may, without the request consent of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at Offer: (i) if, on the scheduled or extended expiration date of the Offer Offer, any of the conditions to Purchaser's obligation to accept for payment and pay for the Offer Shares shall not be have been satisfied or waived, from time until the fifth Business Day after the date Purchaser reasonably believes to time until be the earliest date on which such conditions are satisfied will be satisfied; (other than conditions which by their nature are to be satisfied on the Acceptance Dateii) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) SEC or the Nasdaq Global Market its staff applicable to the Offer; provided or (iii) from time to time, for an aggregate period of not more than 10 Business Days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of this sentence. In addition, if, on the scheduled expiration date of the Offer, (i) the waiting period under the HSR Act shall not have expired or been terminated, (ii) the Commission of the European Union shall not have approved the Transactions under Regulation (EC) No. 4064/89, as amended, of the Council of the European Union or (iii) a temporary restraining order prohibiting the purchase of the Shares shall have been issued by a court of competent jurisdiction in no event any country in which the Company or its Subsidiaries have operations material to the Company and its Subsidiaries, taken as a whole, the Purchaser shall Merger Subsidiary be required to extend the Offer beyond from time to time until five Business Days after the End Date unless Parent expiration or Merger Subsidiary is not then permitted termination of the waiting period under the HSR Act, such approval of the Commission of the European Union or the lifting of such temporary restraining order, subject to the right of Parent, Purchaser or the Company to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary the terms hereof. The Per Common Share Amount and the Per Preferred Share Amount shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject net to the foregoingseller in cash, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer, Merger Subsidiary Purchaser shall, and Parent shall cause it Purchaser to, accept for payment and pay forpay, as promptly as practicable after the expiration of the Offer, for all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)withdrawn. (cb) As promptly as reasonably practicable after on the date hereof, but in no event later than three Business Days following the public announcement of commencement of the execution of this AgreementOffer, Merger Subsidiary shall, and Purchaser shall cause its Affiliates to, (i) file with the SEC an amendment to the (i) a Tender Offer Statement on Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement 14D-1 (collectively, together with any all amendments or and supplements thereto, the “"Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain --------------- or shall incorporate by reference an offer to purchase (the "Offer to Purchase") ----------------- and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents”"), . The Company and (ii) its counsel --------------- shall be given a reasonable opportunity to the extent required by applicable U.S. federal securities laws, cause review and comment on the Offer Documents prior to be disseminated to holders of Sharesthe filing thereof with the SEC. Each of Parent, Merger Subsidiary Purchaser and the Company agrees that they shall cause the Schedule TO and the other Offer Documents filed agree to correct promptly any information provided 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information for use in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information which shall have become false or misleading in any material respect. Merger Subsidiary shallmisleading, and shall cause its Affiliates to, use their respective reasonable best efforts Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of SharesHolders, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall Purchaser agree to provide the Company and its counsel with copies of any written or oral comments Parent, Merger Subsidiary Purchaser or their respective Affiliates or counsel may receive from the SEC or its staff with respect to the Offer Documents promptly, but in no event later than twenty-four hours, promptly after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth been terminated in Annex Iaccordance with Article VII, as promptly as practicable after the date hereof, but hereof (and in no any event later than three within fifteen (15) Business Days following the public announcement of the execution of this Agreementdate hereof), Merger Subsidiary Sub shall amend (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to purchase (subject to the Offer Conditions, including the Minimum Condition) all the outstanding Common Stock (other than the Shares cancelled or converted pursuant to Section 2.1(a)) at a price per share equal to the Offer Price. The consummation of the Offer, and the obligation of Merger Sub to accept for payment, purchase and pay for any shares of Common Stock validly tendered (and not withdrawn) pursuant to the Offer, shall be subject only to: (i) increase there being validly tendered in the purchase price Offer and not properly withdrawn prior to $6.50 per Share the Expiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) which, together with the number of shares of Common Stock (if any) then owned by Parent or its Subsidiaries, represents at least a majority of the shares of Common Stock then outstanding (collectively, the “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Offer PriceTermination Condition”); and (iii) the satisfaction, or waiver by Parent or Merger Sub, of the other conditions and requirements set forth in Annex I (together with the Minimum Condition and the Termination Condition, the “Offer Conditions”). (b) Subject to the satisfaction of the Minimum Condition and the Termination Condition and the satisfaction, or waiver by Parent or Merger Sub, of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) (i) promptly (and in any event no later than one (1) Business Day) after the Expiration Date accept for payment and purchase all shares of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer (the time of such acceptance, the “Acceptance Time”) and (ii) promptly (and in any event no later than one (1) Business Day) after the applicable Expiration Date cause the Paying Agent to pay for such shares of Common Stock. Subject to Section 2.9, the Offer Price payable in respect of each share of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer shall be paid net to the seller in cash, without interest. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Offer Conditions. Unless previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price, (ii) provide that change the conditions to form of consideration payable in the Offer shall be as set forth in Annex I and that no other conditions shall applyOffer, (iii) provide change the number of shares of Common Stock to be purchased in the Offer, (iv) amend or waive the Minimum Condition, the Termination Condition or the conditions set forth in clauses (b) or (c)(i) of Annex I, (v) add any condition to the Offer or any term that is adverse to the holders of Common Stock, (vi) extend the expiration date of the Offer except as required or permitted by this Section 1.1, (vii) provide for a “subsequent offering period” (or any extension thereof) in accordance with Rule 14d-11 under the Exchange Act or (viii) modify, supplement or amend any other term or condition of the Offer in a manner adverse to the holders of Common Stock. Parent and Merger Sub expressly reserve the right (but shall not be midnight obligated) at any time and from time to time, in their sole discretion, to (A) increase the Offer Price, and (B) waive (to the extent permitted by applicable Law) any Offer Condition and make any other changes in the terms and conditions of the Offer, in each case, that are not inconsistent with the terms of this Agreement (including the limitations set forth in the preceding sentence). (d) Unless extended or terminated in accordance with the terms of this Agreement, the Offer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is ten twenty (20) Business Days (for this purpose following the commencement of the Offer, as calculated in accordance with Rule 14d-1(g)(3) under of the Exchange ActAct (such time and date, the “Initial Expiration Date”) following or if the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered Initial Expiration Date has been extended in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including on the prior satisfaction or waiver of date to which the conditions set forth in Annex I Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Offer ConditionsExpiration Date”), promptly after the later of . (xe) the earliest date If as of which any then scheduled Expiration Date, any Offer Condition has not been satisfied or, to the extent waivable by Parent or Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered Sub pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfiedthis Agreement, or waived by Parent or Merger SubsidiarySub, Merger Subsidiary Sub shall (and Parent shall cause Merger Subsidiary Sub to) consummate extend the Offer for successive periods of up to five (5) Business Days each (or such longer period of up to twenty (20) Business Days if Parent so desires and the Company consents in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant writing prior to such extension) in order to permit the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each satisfaction of the Offer Conditions; provided, however, that Merger Sub shall not be required to extend the Offer beyond August 31, 2019 (such date, the “Outside Date”), and shall not extend the Offer beyond the Outside Date without the Company’s consent. Notwithstanding the foregoing, Merger Sub shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SEC or its staff or NASDAQ; provided, however, that Merger Sub shall not be required to extend the Offer beyond the Outside Date, and shall not extend the Offer beyond the Outside Date without the Company’s consent. (bf) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary Sub shall not terminate the Offer prior to any scheduled expiration date Expiration Date without the prior written consent of the Company, except in the event that if this Agreement is terminated pursuant to Section 11.01Article VII. Notwithstanding the foregoingIf this Agreement is terminated pursuant to Article VII, (x) Merger Subsidiary Sub shall (or at the request of the Company, and Parent shall cause Merger Subsidiary Sub to) extend promptly terminate the Offer if at and shall not acquire the scheduled or extended expiration date shares of Common Stock pursuant thereto. If the Offer any of the conditions is terminated by Merger Sub, or this Agreement is terminated prior to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the OfferTime, Merger Subsidiary shallSub shall promptly return, if requested by the Companyand shall cause any depositary acting on behalf of Merger Sub to promptly return, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 applicable Law, all tendered shares of the 1934 Act. Subject Common Stock to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)registered holders thereof. (cg) As promptly as practicable after on the date hereof, but in no event later than three Business Days following the public announcement of the execution commencement, within the meaning of this AgreementRule 14d-2 under the Exchange Act, of the Offer, Parent and Merger Subsidiary Sub shall, and shall cause its Affiliates to, : (i) file with the SEC an amendment 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, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements including all exhibits thereto, the “Offer Documents”), and (ii) to the extent 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 applicable U.S. federal securities lawsRule 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. Each shares of ParentCommon Stock as and to the extent required by all applicable Laws, Merger Subsidiary including the Exchange Act. (h) The Schedule TO shall include as exhibits, the Offer to Purchase, a form of letter of transmittal, a form of summary advertisement, and the Company agrees that they shall cause a form of notice of guaranteed delivery (the Schedule TO and the other documents included therein pursuant to which the Offer shall be made, together with any amendments and supplements thereto, being referred to herein as the “Offer Documents”). The Offer Documents filed by any of them with shall include the SEC to comply Maryland Short Form Notice (whether as an exhibit or otherwise) as provided in all material respects with the 1934 Act clause (g)(ii) above and the rules and regulations thereunder and other applicable Law and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders may include a description of the Companydeterminations, 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 approvals and recommendations of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary Board and the Company agrees promptly described in this Agreement (and a change to correct any information provided by it or any such determinations, approvals and recommendations to the extent applicable at the relevant time). Subject to the provisions of its Affiliates for use Section 5.2, the Company consents to the inclusion of a description of the Company Recommendation in the Schedule TO and the Offer Documents. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to use reasonable best efforts to (i) respond promptly to any comments of the SEC or its staff with respect to the Offer Documents and (ii) cause the Offer Documents when filed to comply with applicable Law and promptly correct any information provided by it for use in the Offer Documents, if and to the extent that any of them become aware that such information shall have become false or misleading in any material respect. Merger Subsidiary shallrespect or as otherwise required by applicable Law, and shall cause its Affiliates to, use their respective reasonable best efforts Parent and Merger Sub agree to cause the Schedule TO Offer Documents, as so corrected corrected, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Sharesshares of Common Stock, in each case as and to the extent required by all applicable U.S. federal securities lawsLaws, including the Exchange Act. The Company shall promptly furnish to Parent all information concerning the Company, its stockholders and the Company Subsidiaries that may be reasonably requested in connection with this Section 1.1(h). The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is they are filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer DocumentsSEC, and Parent and Merger Subsidiary Sub shall give reasonable and good faith consideration to any such comments made by the Company and its counsel. In addition, Parent and Merger Subsidiary Sub shall provide the Company and its counsel promptly with copies of any written or comments, and shall inform them of any oral comments comments, that Parent, Merger Subsidiary Sub or their respective Affiliates or counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly, but in no event later than twenty-four hours, promptly after the receipt of such comments, and, subject and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment on any proposed written or oral responses to the provisions hereofSEC or its staff in respect of the Schedule TO and Offer Documents and Parent and Merger Sub shall give reasonable consideration to any such comments made by the Company and its counsel and shall give the Company and its counsel a reasonable opportunity to participate in any substantive telephonic communications with the staff of the SEC related thereto, promptly respond to the extent such commentsparticipation is not prohibited by the SEC or applicable Law.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise to a right to terminate the Offer pursuant to any been terminated in accordance with Article X hereof and so long as none of the conditions events set forth in Annex IA hereto (the "Tender Offer Conditions") shall have occurred and are continuing (unless such event shall have been waived by Parent or Merger Sub), as promptly as practicable after the date hereofpracticable, but in no event later than three Business Days following the public announcement of fifth business day after the execution date of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its AffiliatesMerger Sub shall, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary Sub to) consummate , commence the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to at the Offer and promptly Price. The initial expiration date for the Offer shall be the twentieth business day following the acceptance commencement of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation obligations of Merger Subsidiary (and of Parent to cause Merger Subsidiary) Sub to accept for payment, payment and to pay the Offer Price (without interest) for, each Share validly for any shares of Common Stock tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfactionTender Offer Conditions, or waiver any of which may be waived by Parent or Merger SubsidiarySub in their sole discretion; PROVIDED, of each HOWEVER, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company. The Tender Offer Conditions. (b) Conditions are for the sole benefit of Parent and Merger Subsidiary Sub and may be asserted by Parent and Merger Sub regardless of the circumstances giving rise to any such Tender Offer Conditions or, except as expressly reserves set forth herein, may be waived by Parent and Merger Sub in whole or in part. Parent and Merger Sub expressly reserve the right to waive any modify the terms of the Offer; PROVIDED HOWEVER, that without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Common Stock to be purchased in the Offer, (ii) reduce the Offer Conditions and Price, (iii) modify or add to the Tender Offer Conditions, (iv) change the form of consideration payable in the Offer or (v) make any other changes change in the terms of or conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner which is materially adverse to the stockholders holders of Common Stock. Notwithstanding the foregoing sentence, Merger Sub may, without the consent of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary toA) extend the Offer Offer, if at the then scheduled or extended expiration date of the Offer any of the conditions to Merger Sub's obligations to purchase the Offer shall shares of Common Stock have not be been satisfied or waived, until the third business day after the day Merger Sub reasonably believes to be the earliest date on which such conditions will be satisfied, (B) extend the Offer from time to time until such conditions are satisfied up to a maximum of an aggregate of 30 days beyond the first day all of the Tender Offer Conditions have been met, and/or (other than conditions which by their nature are to be satisfied on the Acceptance DateC) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) SEC or the Nasdaq Global Market staff thereof applicable to the Offer; provided . Notwithstanding the foregoing, (x) the Offer may not, without the Company's written consent, be extended beyond the date of termination of this Agreement pursuant to Section 10.1(a) and (y) the Offer may not, without the Company's prior written consent, be extended pursuant to clause (A) above if the failure to satisfy any condition was caused by a material breach by Parent or Merger Sub of any of their representations, warranties, covenants or agreements set forth in this Agreement. Notwithstanding any thing to the contrary in this Agreement, Parent and Merger Sub agree that if immediately prior to any scheduled expiration date of the Offer, the Regulatory Conditions (as defined in no event Annex A) shall not have been satisfied, but at such scheduled expiration date each of the other conditions set forth in Annex A (other than the Minimum Condition) shall then be satisfied, at the request of the Company, Merger Subsidiary be required to Sub shall extend the Offer beyond from time to time, subject to the End Date unless Parent right of Parent, Merger Sub or Merger Subsidiary is not then permitted the Company to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Dateterms hereof. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon Upon the terms and subject to the conditions of the Offer, Merger Subsidiary Sub shall, and Parent shall cause it Merger Sub to, promptly purchase all shares of Common Stock which are validly tendered on or prior to the expiration of the Offer and not withdrawn. Parent shall provide, or cause to be provided, to Merger Sub on a timely basis all funds necessary to accept for payment payment, and pay for, as promptly as practicable after the expiration all shares of the Offer, all Shares (1) validly tendered and not withdrawn Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Date”)Offer. (c) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including as promptly as practicable (but in no event later than ten business days after the prior date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”)) the Offer at the Offer Price. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock validly tendered pursuant to the Offer are subject to the satisfaction or waiver of the conditions set forth in Annex I Exhibit A (the “Offer Conditions”), promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation initial expiration date of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to at the satisfactiontime that is one minute following 11:59 p.m., or waiver by Parent or Merger SubsidiaryNew York City time, of each on the date that is twenty business days (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the date the Offer Conditions. is first commenced (b) within the meaning of Rule 14d-2 promulgated under the Exchange Act). Merger Subsidiary Sub expressly reserves the right to waive any of the Offer Conditions and to make any other changes in Condition or modify the terms of or conditions the Offer, except that, without the consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock subject to the Offer; provided that without , (ii) reduce the prior consent of the Company Offer Price, (which consent may be granted iii) waive, amend or withheld by the Company in its sole discretion) (A) modify the Minimum Tender Condition may not be waivedor the Termination Condition, (Biv) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds add to the Offer Conditions or amends impose any other term conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Company Common Stock in their capacity as such, (v) change the form or terms of consideration payable in the Offer, or (vi) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the stockholders holders of the Company, (C) the expiration date shall not be extended except Company Common Stock in their capacity as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01such. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the CompanySub shall, and Parent shall cause Merger Subsidiary Sub to, (A) extend the Offer for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed by the Company), if at the scheduled or extended expiration date of the Offer any of the conditions to Offer Conditions (other than the Offer Minimum Tender Condition) shall not be have been satisfied or waived, from time to time until such time as such conditions are shall have been satisfied or waived (other than conditions which by their nature are to be satisfied on irrespective of whether the Acceptance DateMinimum Tender Condition has been satisfied) or waived; and (yB) Merger Subsidiary shall extend the Offer for any the minimum period required by any rule, regulation, regulation or interpretation or position of the U.S. Securities and Exchange Commission SEC or the staff thereof or the NASDAQ Capital Market (the “SECNasdaq”) or the Nasdaq Global Market applicable to the Offer; provided that in no event Merger Sub shall Merger Subsidiary not be required to extend the Offer beyond the End Date unless Outside Date. In addition, if at the otherwise scheduled expiration date of the Offer each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed by the Company); provided that Merger Subsidiary is Sub shall not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Outside Date. Following expiration Notwithstanding anything to the contrary herein, if, as of the Offerscheduled expiration date, all of the Offer Conditions are satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of the Company’s stockholders, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, Sub may provide a “subsequent offering period (“Subsequent Offering Period”) period” in accordance with Rule 14d-11 of under the 1934 Exchange Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon On the terms and subject to the conditions of the OfferOffer and this Agreement, Merger Subsidiary Sub shall, and Parent shall cause it Merger Sub to, accept for payment payment, and pay for, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as promptly as practicable after the expiration of the OfferOffer and, all Shares (1) validly tendered and not withdrawn pursuant to in any event, no more than two business days after the Offer and (2) validly Closing Date. The date on which Merger Sub first accepts for payment the shares of Company Common Stock tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, Offer is referred to as the “Acceptance Offer Closing Date”. The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.01(a)), unless this Agreement is validly terminated in accordance with Section 8.01. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. Nothing contained in this Section 1.01(a) shall affect any termination rights set forth in Section 8.01. (cb) As promptly as practicable after on the date hereof, but in no event later than three Business Days following the public announcement of commencement of the execution of this AgreementOffer, Parent and Merger Subsidiary shall, and Sub shall cause its Affiliates to, (i) file with the SEC an amendment a Tender Offer Statement on Schedule TO with respect to the Schedule TOOffer, which shall include a revised or incorporate by reference an offer to purchase and form of a related letter of transmittal reflecting and summary advertisement containing the terms and conditions set forth in this Agreement and Exhibit A (collectivelysuch Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments or supplements thereto, the “Offer Documents”), ) and (ii) to the extent required by applicable U.S. federal securities laws, cause disseminate the Offer Documents to be disseminated to the holders of SharesCompany Common Stock. 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. Each of Parent, Merger Subsidiary Sub and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and each of Parent and Merger Sub shall cause its Affiliates to, use their respective reasonable best efforts take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TO Offer Documents, as so corrected amended or supplemented, to be filed with the SEC and the Offer Documents as so corrected to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by applicable U.S. federal Federal securities lawsLaws. The Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall be given reasonably inform the Company and its counsel of any oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of Company Common Stock, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall (x) provide the Company and its counsel a reasonable opportunity to review and comment (A) on the Schedule TO and the such Offer Documents each time before any such document is filed with or response (including the SEC after the date hereof proposed final version thereof), and (By) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and or its counsel. . (c) Parent and Merger Subsidiary shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (d) Parent, the Company and its counsel with any written or oral comments Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer, such amounts as Parent, the Company or Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC Sub is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law. Amounts so withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction or withholding was made. (e) The Offer Documents promptlyPrice shall be adjusted appropriately to reflect the effect of any stock split, but in no event later than twenty-four hoursreverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring or having a record date on or after the receipt date of such comments, and, subject this Agreement and prior to the provisions hereofOffer Closing Date, promptly respond in each case, effected in compliance with Section 5.01, and the Offer Price as so adjusted shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such commentsaction.

The Offer. (a) Provided that nothing this Agreement shall not have occurred that would give rise been terminated in accordance with Section 8.1, subject to a right to terminate the terms and conditions of this Agreement, as promptly as practicable (and in any event within 10 Business Days) after the date hereof, Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase for cash all Shares (other than Restricted Stock) at the Offer Price, subject to: (i) there being validly tendered in the Offer and not withdrawn prior to any then scheduled Expiration Date (as defined below) that number of Shares which, together with the Shares then beneficially owned by Parent or Purchaser (if any), represents in the aggregate a majority of such Shares outstanding on a fully diluted basis on the date of purchase (where “on a fully diluted basis” means the number of Shares outstanding, together with the Restricted Stock and the shares of Common Stock which the Company may be required to issue pursuant to the exercise, conversion or exchange of any Company Options, RSUs, Equity Interests or other rights to acquire Shares then outstanding, whether or not vested or then exercisable) (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I. (b) The obligation of Purchaser to accept for payment and pay for any Shares validly tendered and not withdrawn pursuant to the Offer shall be subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Annex I. Subject to the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Parent or Purchaser of the other conditions and requirements set forth in Annex I, Purchaser shall (and Parent shall cause Purchaser to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as promptly as practicable after the date hereof, but Purchaser is legally permitted to do so under applicable Law. The Offer Price payable in no event later than three Business Days following the public announcement respect of the execution of this Agreement, Merger Subsidiary shall amend each Share validly tendered and not withdrawn pursuant to the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), shall be paid net to the seller in cash, and without interest, subject to withholding as provided in Section 2.2(e). (iic) provide that the conditions to the The Offer shall be as made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions and requirements set forth in Annex I I. Parent and Purchaser expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that no other conditions unless otherwise provided by this Agreement or as previously approved by the Company in writing, Purchaser shall apply, not (i) decrease the Offer Price; (ii) change the form of consideration payable in the Offer; (iii) provide reduce the number of Shares to be purchased in the Offer; (iv) impose conditions or requirements to the Offer that are different than or in addition to the expiration date conditions and requirements set forth in Annex I; (v) amend or waive the Minimum Condition; (vi) amend any other terms of the Offer set forth in this Agreement in any manner materially adverse to the holders of Shares, or (vii) extend the expiration of the Offer in a manner other than set forth at Section 1.1(e) hereof. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer shall be expire at midnight (New York City time) on the date that is ten 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing commencement (within the meaning of such amendmentRule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of date to which the conditions set forth in Annex I Offer has been so extended (the “Offer Conditions”)Initial Expiration Date, promptly after or such later date to which the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered Initial Expiration Date has been extended pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfied, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary to) consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant this Agreement, is referred to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation of Merger Subsidiary (and of Parent to cause Merger Subsidiary) to accept for payment, and pay the Offer Price (without interest) for, each Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary expressly reserves the right to waive 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 consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, amends or adds to the Offer Conditions or amends any other term of the Offer in any manner adverse to the stockholders of the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except in the event that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer, Merger Subsidiary shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all Shares (1) validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, the “Acceptance Expiration Date”). (ce) As promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall, and shall cause its Affiliates to, (i) file with the SEC an amendment to the Schedule TO, which shall include a revised offer to purchase and form of letter of transmittal reflecting the terms and conditions set forth in this Agreement (collectively, together with any amendments or supplements thereto, the “The Offer Documents”), and (ii) to the extent required by applicable U.S. federal securities laws, cause the Offer Documents to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other 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 and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (except that Parent and Merger subsidiary shall have no obligation with respect to any information in the Offer Documents supplied by the Company or its Representatives in writing). Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and shall cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity extended from time to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC after the date hereof and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twenty-four hours, after the receipt of such comments, and, subject to the provisions hereof, promptly respond to such comments.as follows:

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in Annex I, as promptly as practicable after the date hereof, but in no event later than three Business Days following the public announcement of the execution of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $6.50 per Share (the “Offer Price”), net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and that no other conditions shall apply, (iii) provide that the expiration date of the Offer shall be midnight (New York City time) on the date that is ten Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the filing of such amendment, and (iv) make such other amendments as are necessary or appropriate to conform to the requirements of this Agreement. The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents a majority of the total number of Shares outstanding on a fully-diluted basis, without regard to whether any convertible or exchangeable securities are then vested and exercisable (the “Minimum Condition”) and to the other conditions set forth in Annex I and to no other conditions. Subject to the terms and conditions of this Agreement, including the prior satisfaction or waiver of the conditions set forth in Annex I (the “Offer Conditions”)as promptly as reasonably practicable, promptly after the later of (x) the earliest date as of which Merger Subsidiary is permitted under applicable Law to accept for payment Shares tendered pursuant to the Offer and (y) the earliest date as of which each of the Offer Conditions has been satisfiedSub shall, or waived by Parent or Merger Subsidiary, Merger Subsidiary shall (and Parent shall cause Merger Subsidiary Sub to, commence within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act") consummate the Offer in accordance with its terms and accept for payment each Share validly tendered and not properly withdrawn pursuant to the Offer and promptly following the acceptance of Shares for payment pursuant to the Offer pay the Offer Price (without interest) for each Share validly tendered and not properly withdrawn pursuant to the Offer. The obligation obligations of Merger Subsidiary (Sub to, and of Parent to cause Merger Subsidiary) to Sub to, commence the Offer and accept for payment, and pay the Offer Price (without interest) for, each Share validly any shares of Company Common Stock tendered and not properly withdrawn pursuant to the Offer shall be are subject only to the satisfaction, or waiver by Parent or Merger Subsidiary, of each of the Offer Conditions. (b) Merger Subsidiary conditions set forth in Exhibit A attached hereto. Sub expressly reserves the right to waive any of condition to the Offer Conditions and to make any other changes in or amend or modify the terms of or conditions the Offer, except that, without the written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in its sole discretion) (A) the Minimum Condition may not be waived, (Bii) no change may be made that changes reduce the form Merger Consideration per share of consideration Company Common Stock to be paid, decreases the price per Share or the number of Shares sought in paid pursuant to the Offer, amends or adds (iii) waive the Minimum Tender Condition, add to the Offer Conditions conditions set forth in Exhibit A or amends modify any other term of the Offer condition set forth in Exhibit A in any manner adverse to the stockholders holders of Company Common Stock, or (iv) change the Company, (C) the expiration date shall not be extended except as otherwise provided herein, and (D) Merger Subsidiary shall not terminate the Offer prior to any scheduled expiration date except form of consideration payable in the event Offer. Parent and Sub agree that this Agreement is terminated pursuant to Section 11.01. Notwithstanding the foregoing, (x) Merger Subsidiary shall (or at the request of the Company, Parent shall cause Merger Subsidiary to) extend the Offer if at the scheduled or extended expiration date of the Offer any all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied, Sub shall not be satisfied or waived, extend the Offer from time to time until such conditions are satisfied (other than conditions which by their nature are to be satisfied on the Acceptance Date) or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Market applicable to the Offer; provided that in no event Sub shall Merger Subsidiary not be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 11.01(b)(i)February 10, in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date2002. Following expiration of the Offer, Merger Subsidiary shall, if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon On the terms and subject to the conditions of the OfferOffer and this Agreement, Merger Subsidiary Sub shall, and Parent shall cause it Sub to, accept pay for payment and pay for, as promptly as practicable after the expiration all shares of the Offer, all Shares (1) Company Common Stock validly tendered and not withdrawn pursuant to the Offer and (2) validly tendered in that Sub becomes obligated to purchase pursuant to the Subsequent Offering Period (Offer promptly after the date on which Shares are first accepted for payment, expiration of the “Acceptance Date”)Offer. (cb) As promptly as practicable after On the date hereof, but in no event later than three Business Days following the public announcement of commencement of the execution of this AgreementOffer, Merger Subsidiary shall, Parent and Sub shall cause its Affiliates to, (i) file with the SEC an amendment a Tender Offer Statement on Schedule TO with respect to the Schedule TOOffer, which shall include a revised contain an offer to purchase and form of a related letter of transmittal reflecting (such Schedule TO and the terms and conditions set forth in this Agreement (collectivelydocuments included therein pursuant to which the Offer will be made, together with any supplements or amendments or supplements thereto, the “"Offer Documents”"), . Parent and (ii) to the extent required by applicable U.S. federal securities laws, cause Sub agree that the Offer Documents shall comply as to be disseminated to holders of Shares. Each of Parent, Merger Subsidiary and the Company agrees that they shall cause the Schedule TO and the other Offer Documents filed by any of them with the SEC to comply form in all material respects with the 1934 Act Exchange Act, and the rules and regulations promulgated thereunder and other applicable Law and that the Offer Documents, when filed with the SEC and on the date first published, sent or given to the stockholders of the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (misleading, except that no representation or warranty is made by Parent and Merger subsidiary shall have no obligation or Sub with respect to any information in the Offer Documents supplied by the Company or any of its Representatives shareholders specifically for inclusion or incorporation by reference in writing)the Offer Documents. Each of Parent, Merger Subsidiary Sub and the Company agrees shall promptly to correct any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect. Merger Subsidiary shall, and each of Parent and Sub shall cause its Affiliates to, use their respective reasonable best efforts take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule TO Offer Documents as so corrected amended or supplemented to be filed with the SEC and the Offer Documents as so corrected amended or supplemented to be disseminated to holders of Sharesthe Company's shareholders, in each case as and to the extent required by applicable U.S. federal Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and upon the Offer Documents each time before any such document is filed prior to their filing with the SEC after or dissemination to the date hereof and (B) on any correspondence with shareholders of the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counselCompany. Parent and Merger Subsidiary Sub shall provide the Company and its counsel in writing with any written or oral comments Parent, Merger Subsidiary Sub or their respective Affiliates or counsel may receive from the SEC or its staff with respect to the Offer Documents promptly, but in no event later than twenty-four hours, promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and purchase any shares of Company Common Stock that Sub becomes obligated to accept for payment, and purchase pursuant to the Offer. (d) The Company hereby approves of and consents to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company hereby represents that the Company's Board of Directors (the "Board of Directors"), at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interest of the Company and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Stock Option Agreement dated the date hereof by and between the Company and Sub (the "Option Agreement"), and (iii) resolved to recommend that the Company's shareholders accept the Offer and tender their Shares pursuant to the Offer, and approve and adopt this Agreement and the Merger. The Company further represents that ▇.▇. ▇▇▇▇▇▇▇▇ & Co. has rendered to the Board of Directors its written opinion (a copy of which has been furnished to Parent prior to the execution and delivery of this Agreement by the Company) to be included in the Schedule 14D-9 (as defined below), to the effect that the consideration to be received by the holders of the shares of Company Common Stock pursuant to each of the Offer and the Merger is fair to the holders of such shares from a financial point of view. The Company has been advised that all of its directors and executive officers intend to tender their shares of Company Common Stock pursuant to the Offer. (e) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended or supplemented from time to time, the "Schedule 14D-9") describing the recommendation of the Board of Directors of the Company to the Company's shareholders that they accept the Offer, tender their shares pursuant to the Offer and approve this Agreement and shall mail the Schedule 14D-9 to the holders of Company Common Stock. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, subject on the date filed with the SEC and on the date first published, sent or given to the provisions hereofCompany's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by Parent or Sub specifically for inclusion in the Schedule 14D-9. Each of the Company, Parent and Sub shall promptly respond correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's shareholders, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to shareholders of the Company. The Company shall provide Parent and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (f) In connection with the Offer and the Merger, the Company shall cause its transfer agents to furnish Sub promptly with mailing labels containing the names and addresses of the record holders, the consenting beneficial owners and the names and addresses of the brokers representing the non-consenting beneficial holders of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to the Company's shareholders Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Sub shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company all copies of such information then in their possession.