Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof VI, Merger Sub shall, and none of the events set forth in clause (iii) of the Tender Offer Conditions Parent shall have occurredcause Merger Sub to, as promptly as reasonably practicable (but in and no event later than ten the date that is seven (107) Business Days) business days after the date of the initial public announcement of this Agreement, Parent shall cause Purchaser to commence amend the Pending Offer and file with the U.S. Securities and Exchange Commission (within the meaning of Rule 14d-2 of “SEC”) amended Offer Documents reflecting the Exchange Act) the Offer at the Offer Price. Subject to the execution, terms and conditions of this Agreement Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 1.1(c)) of the Tender Offer Conditions conditions set forth in Annex I A (including the Minimum Condition)“Offer Conditions”) (without limiting the right of Merger Sub to terminate, Purchaser extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, promptly (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered purchase pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date Offer Conditions are for the sole benefit of the Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest Condition at any time and date as from time to time, in their sole and absolute discretion, other than the OfferMinimum Condition, as it which may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance Merger Sub only with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, Purchaser to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: : (i) decrease the Offer Price or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of Seller Common Stock sought the Offer in a manner that is adverse to the holders of Shares except as required or permitted by Section 1.1(e), (vi) terminate the Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer;Offer (the “Company Recommendation”) in the Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. 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 and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, 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 written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the 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 holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (10th) business day after the Offer Amendment Date (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.1(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 1.1(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than five (5) business days (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, (ii) otherwise Merger Sub shall, and Parent shall cause Merger Sub to, extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the its staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant applicable to the Offer so as or necessary to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to resolve any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from of the SEC or its staff with respect applicable to the Offer or the Offer Documents promptly after receipt thereof and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to responding theretothe then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given)deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) business day of such termination) terminate the Offer. If at any time the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Article VI, prior to the Effective Time, any information relating to acceptance for payment of Shares tendered in the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other partyMerger Sub shall, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer Merger Sub to, promptly return, and shall cause Purchaser any depository acting on behalf of Merger Sub to fulfill its obligations under return, all tendered Shares to the registered holders thereof. Merger Sub shall not withdraw the Offer unless this AgreementAgreement has been terminated in accordance with Article VI.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof VII and none of the events set forth in clause Annex A hereto (iii) of the “Tender Offer Conditions Conditions”) shall have occurredoccurred and be existing, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date public announcement of this Agreement, Parent shall cause Purchaser Sub to commence (within the meaning of Rule 14d-2 of promulgated under the Exchange Act) the Offer to acquire any and all Shares at the Offer Price. Subject to the Minimum Condition and subject to the other Tender Offer Conditions hereto, Sub shall use all reasonable efforts to consummate the Offer in accordance with its terms and to accept for payment and pay for Shares tendered pursuant to the Offer as soon as Sub is legally permitted to do so under applicable Law. With respect to such Shares, the Offer Price shall be net to the seller thereof in cash, subject to reduction for any applicable state, federal or foreign withholding or transfer taxes and otherwise subject to the terms and conditions of this Agreement Agreement. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) and shall be subject to the satisfaction or waiver of Minimum Condition and the other Tender Offer Conditions and shall reflect, as appropriate, the other terms set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, this Agreement. The obligation of Sub to accept for payment and or pay for, after giving effect to for any withholding tax, all such shares of Seller Common Stock validly Shares tendered pursuant to the Offer and not withdrawn. (b) Upon will be subject only to the satisfaction of the Tender Offer Conditions. Sub expressly reserves the right to waive any condition to the Offer or amend or modify the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, except that, without the prior written consent of Sellerthe Company, Purchaser Sub shall not: not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, decrease the Offer Price or decrease (iii) reduce the number of shares Shares subject to the Offer, (iv) waive the Minimum Condition, (v) modify or add conditions to the Tender Offer Conditions which otherwise adversely affect the holders of Seller Common Stock sought the Shares, or (vi) except as provided in Section 1.1(b), extend the Offer. The Offer shall remain open until 5:00 p.m., New York City time, on the day immediately following the twentieth business day (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer, unless Sub shall have extended the period of time for which the Offer is open, in accordance with Section 1.1(b) or as may be required by applicable Law. (b) If on the scheduled expiration date of the Offer (or as such date may be extended pursuant to this Section 1.1(b)), all conditions to the Offer have not been satisfied or waived, Sub may, from time to time, in its sole discretion, extend the expiration date of the Offer; provided, however, that Sub may only extend the Offer for a period not to exceed ten business days (a “Ten Day Extension”) and that Sub may not make more than three Ten Day Extensions without the prior consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. If, immediately prior to the expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer constitute less than 90% of the outstanding Shares (on a fully diluted basis), Sub may extend the Offer;, on one or more occasions, for an aggregate period of not more than ten business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer; provided, however, that Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. In addition, Sub may extend the Offer for any reason for up to two business days; provided that no more than three such extensions are permitted and provided further that if all the conditions to the Offer have been met as of the expiration of the Offer, Sub may not extend the Offer pursuant to this sentence beyond September 15, 2003. Sub may, but shall not have the obligation to, increase the amount it offers to pay per Share in the Offer, and the Offer may be extended to the extent required by Law in connection with such increase, in each case without the consent of the Company. Following expiration of the Offer, Sub may, but is not obligated to, make available a subsequent offering period in accordance with the Exchange Act. (iic) otherwise extend On the Expiration Date of date the Offer except (A) as required by applicable law (including for any period required by any ruleis commenced, regulation, interpretation or position of Parent and Sub shall file with the United States Securities and Exchange Commission (the “SECCommission”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and all other ancillary necessary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and make all deliveries, mailings and telephonic telephone notices required by Rule 14d-3 under the Exchange Act with respect to the Offer. The Schedule TO will include, as exhibits, the Offer to Purchase, a form of letter of transmittal and any other documents required by the Exchange Act, . The Schedule TO together with all exhibits thereto and any amendments or supplements thereto are hereinafter referred to collectively as the “Offer Documents”).” Each of Parent and Sub, on the one hand, and (ii) the Company, on the other, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the Commission and to be disseminated to the Seller Stockholders Company’s stockholders, in each case as and to the extent required by the Exchange Actapplicable federal securities laws. Seller The Company and its counsel shall be given a reasonable the opportunity to review and comment on suggest comments to the Offer Documents prior to their filing before they are filed with the SECCommission. In addition, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser Sub agree to provide Seller the Company and its counsel with (i) any comments or other communicationscomments, whether written or oral, that Parent or Sub may be received receive from time to time from the SEC Commission or its staff with respect to the Offer Documents promptly after the receipt thereof of such comments or other communications and prior to responding thereto, shall give the Company and (ii) a reasonable its counsel the opportunity to provide review and suggest comments on that response to any such communications. (d) Parent and Sub will take all steps necessary to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that cause the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order disseminated to make the statements thereinholders of Shares, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, each case as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsfederal securities laws. (fe) Parent shall provide or cause to be provided to Purchaser Sub on a timely basis the funds necessary to purchase any Shares that Sub becomes obligated to purchase pursuant to the Offer. Sub shall, and Parent shall cause Sub to, pay for any shares of Seller Common Stock all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser Sub becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreementas soon as practicable after the expiration of the Offer.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredAgreement, as promptly as reasonably practicable (practicable, but in no event later than ten five (105) Business Days) business days after the date of the public announcement by Buyer and Seller of this Agreement, Parent Buyer shall cause Purchaser Newco to commence (within the meaning of Rule 14d-2 Offer. The initial expiration date for the Offer shall be the 20th business day following the commencement of the Exchange Act) Offer. The obligation of Newco to accept for payment, and pay for, any shares of Seller Common Stock tendered pursuant to the Offer at shall be subject to the Offer Price. Subject conditions set forth in EXHIBIT C hereto (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Buyer in its sole discretion) and to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawnAgreement. (b) Upon Buyer may, without the terms and subject consent of Seller, cause Newco to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective (A) extend the Offer, if at the Merger and the other transactions contemplated by this Agreement. (c) The initial scheduled or extended expiration date of the Offer shall be on the 20th Business Day after commencement any of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) Conditions shall not have been satisfiedbe satisfied or waived, until such time as such conditions are satisfied or waived by Parent or Purchaser if permitted hereunderwaived, Purchaser shall (and Parent shall cause Purchaser toB) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States U.S. Securities and Exchange Commission (the “"SEC”") or the staff thereof), thereof applicable to the Offer or any period required by applicable law and (C) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (A) or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of this sentence, if on such expiration date there shall not have been tendered at least 90% of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of outstanding shares of Seller Common Stock. (d) Purchaser may, without . Subject to the consent terms and conditions of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance and this Agreement, Buyer shall cause Newco to accept for payment of payment, and pay for, all shares of Seller Common Stock in validly tendered and not withdrawn pursuant to the Offer that Newco becomes obligated to accept for payment and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer. (ec) On the date of commencement of the Offer, Parent and Purchaser Buyer shall (i) cause Newco to file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the “Schedule TO”"SCHEDULE 14D-1") with respect to the Offer Offer, which shall contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement (such Schedule 14D-1 and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will shall be made (collectively made, together with any supplements , or amendments and exhibits thereto, and the "OFFER DOCUMENTS"). The Offer Documents shall comply as to form in all deliveries, mailings and telephonic notices required by Rule 14d-3 under material respects with the requirements of the Exchange Act, Act (as defined herein) and the “Offer Documents”), rules and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as regulations promulgated thereunder and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that on the Offer Documents date first published, sent or given to the holders of shares of Seller Common Stock, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. Each of Buyer, Newco and Seller agree promptly to correct any information provided by it for use in the party which discovers Offer Documents if and to the extent that such information shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment or supplement describing such information shall Buyer further agrees to cause Newco to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of Seller StockholdersCommon Stock, in each case as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchangefederal securities laws. Seller and its counsel shall furnish be given reasonable opportunity to Parent review and Purchaser all information concerning Seller required by the Exchange Act to be set forth in comment upon the Offer Documents. (f) Parent shall provide Documents prior to their filing with the SEC or cause dissemination to be provided to Purchaser on a timely basis the funds necessary to pay for any shares holders of Seller Common Stock that Purchaser becomes obligated Stock. Buyer agrees to purchase pursuant cause Newco to provide Seller and its counsel any comments Buyer, Newco or their counsel may receive from the SEC or its staff with respect to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementDocuments promptly after the receipt of such comments.

The Offer. (a) Provided that Upon the terms and subject to the conditions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredAgreement, as promptly as reasonably practicable (but in no event later than ten (10) seven Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after file with Securities and Exchange Commission (the Expiration Date“SEC”) amended Offer Documents, reflecting the offer to purchase all of the Shares at the Offer Price, and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by federal securities Laws. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment payment, and pay for, after giving effect to any withholding tax, all such shares of Seller Company Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement“Offer Conditions”). (ci) The initial expiration date of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m., New York City time, on the 20th Business Day after commencement 15th business day following the filing of the amended Offer Documents pursuant to Section 1.1(a) (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act of 1934 (the “Exchange Act”)) (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with Rules 14d-1(g)(3) and 14d-2 under this Agreement, at the Exchange Act) (the latest time and date as to which the OfferOffer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Actat any time, to waiveto, amend or modify any term or condition of the Offer in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of Sellerthe Company, Purchaser shall not: not (iA) reduce the number of shares of Company Common Stock subject to the Offer, (B) reduce the Offer Price or change the form of consideration payable in the Offer, decrease (C) change, modify or waive the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; Minimum Tender Condition, (iiD) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant add to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive Conditions or amend the Minimum Condition; (iv) impose make any condition to the Offer more difficult to satisfy, (E) extend the Expiration Date other than in accordance with this Agreement or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (F) otherwise amend the Offer in a manner adverse to the holders of Shares generally. 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 Section 8.1. If this Agreement is terminated pursuant to Section 8.1, Purchaser shall, and Parent shall cause Purchaser to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, 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. (ii) Parent and Purchaser agree that if on any scheduled Expiration Date of the Offer, any of the Offer Conditions (including the Minimum Tender Condition and the other Offer Conditions set forth in Annex IExhibit A) is not satisfied or, in Purchaser’s sole discretion, waived (if such condition is permitted to be waived pursuant to this Agreement and applicable Law), then Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for successive periods of time of up to ten Business Days (the length of such periods to be determined by Parent, in its sole discretion) or such number of Business Days as the parties may agree in order to permit the satisfaction of such conditions; orprovided, however, that if the sole then unsatisfied condition is the Minimum Tender Condition, Purchaser shall so extend the Offer if and only if the Company shall have delivered to Purchaser a written request that Purchaser so extend the Offer; provided further, that if the Antitrust Condition shall have been satisfied less than five business days prior to the Expiration Date (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act), no such consent of the Company shall be required for Parent to extend the Offer for a period of up to five business days (as determined pursuant to Rule 14d-1(g)(3) of the Exchange Act). Notwithstanding the foregoing, in no event shall Purchaser be required to (1) extend the Offer beyond the Outside Date or (2) extend the Offer at any time that Parent or Purchaser is permitted to terminate this Agreement pursuant to Article VIII. In addition, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer (i) for any period or periods required by applicable Law, including applicable rules, regulations, interpretations or positions of the SEC or its staff, or rules of any securities exchange and (ii) for a period of five business days (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) following the then scheduled Expiration Date if, within the five business day (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act) period prior to such Expiration Date, the Company Board shall have provided Parent notice pursuant to Section 6.5(b) or Section 6.5(d) of its intention to make a Change in Company Recommendation or otherwise terminate the Agreement as provided in Section 6.5(b). (viii) amend any term Subject to the satisfaction or waiver (to the extent permitted by this Agreement and applicable Law) by Purchaser of the Offer Conditions as of any scheduled Expiration Date, Purchaser shall, and Parent shall cause Purchaser to, accept for payment and pay for (subject to any withholding of tax pursuant to Section 1.1(d)) all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after the expiration of the Offer on such Expiration Date. Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer upon the expiration of the Offer is referred to in any manner materially adverse this Agreement as the “Offer Closing”, and the date on which the Offer Closing occurs is referred to holders of shares of Seller Common Stockin this Agreement as the “Offer Closing Date”. (db) Purchaser may, without The Offer Documents shall comply in all material respects with the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 applicable provisions of the Exchange Act following its acceptance and other federal securities Laws. Each of Parent, Purchaser and the Company shall promptly correct any information supplied by it for payment of shares of Seller Common Stock inclusion or incorporation by reference in the Offer. (e) On Offer Documents if and to the date extent that such information shall have become false or misleading in any material respect, and each of commencement of the Offer, Parent and Purchaser shall (i) file take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders stockholders of the Company, in each case as soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. Parent and Purchaser shall promptly notify the Exchange ActCompany 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 and summaries of all material oral communications between them and their Representatives, on the one hand, and the SEC, on the other hand. Seller Prior to the filing of any Offer Documents (including any amendment or supplement 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 Purchaser shall provide the Company and its counsel shall be given a reasonable opportunity to review and comment on the such Offer Documents prior to their filing with the SECor response, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller such comments. In the event that Parent or its counsel. Parent and Purchaser agree to provide Seller with (i) receives any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents Documents, each shall use its reasonable best efforts to (i) respond promptly after receipt thereof and prior to responding thereto, such comments and (ii) a reasonable opportunity take all other actions necessary to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to resolve the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements issues raised therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (fc) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds consideration necessary to pay for any shares of Seller Common Stock Shares that Purchaser becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill its all of Purchaser’s obligations under this Agreement. (d) At or prior to the Effective Time, Parent shall engage a nationally-recognized financial institution reasonably satisfactory to the Company to act as paying agent in connection with the Offer and the Merger (the “Paying Agent”). Parent, Purchaser or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer to any holder of Shares such amounts as Parent, Purchaser or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the “Code”), or any provision of state or local Tax Law. To the extent that amounts are so withheld and paid over by Parent, Purchaser or the Paying Agent to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent, Purchaser or the Paying Agent.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 of under the Exchange Act) the Offer at as soon as reasonably practicable after the date of this Agreement, but in no event later than the 15th Business Day after the date of this Agreement. Notwithstanding the foregoing, Merger Sub shall not be required to commence the Offer Priceif the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and to disseminate to holders of Shares, the Schedule 14D-9. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(e), be exchanged for the right to receive the Offer Consideration. Subject to the terms and conditions of the Offer and this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)Agreement, Purchaser Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, promptly after the Expiration Date, (x) accept for payment and pay for, after giving effect to any withholding tax, exchange all such shares of Seller Common Stock Shares validly tendered (and not withdrawn) pursuant to the Offer as soon as practicable after Merger Sub is permitted to do so under applicable Laws (and not withdrawnin any event in compliance with Rule 14e-1(c) of the Exchange Act) and (y) deliver the Offer Consideration in exchange for each Share accepted for exchange pursuant to the Offer. (b) Upon The obligation of Merger Sub to accept for exchange (and the terms obligation of Parent to cause Merger Sub to accept for exchange) Shares validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to the conditions set forth in this Agreement, each of Annex II (the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement“Offer Conditions”). (c) The initial expiration date Merger Sub expressly reserves the right, in its sole discretion, to (i) increase the Offer Consideration and (ii) waive or make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company: (A) the Minimum Tender Condition or any of the conditions set forth in clauses (d) or (e) of Annex II may not be amended or waived; and (B) no change may be made to the Offer that (1) changes the form of consideration to be delivered by Merger Sub pursuant to the Offer, (2) decreases any component of the Offer shall Consideration, (3) decreases the aggregate number of Shares to be on purchased by Merger Sub in the 20th Business Day after commencement Offer, (4) imposes conditions to the Offer in addition to the Offer Conditions or modifies the existing Offer Conditions in a manner adverse to the stockholders of the Company, or (5) except as provided in Section 1.1(d), extends the expiration time of the Offer beyond the initial expiration time of the Offer. (determined d) The Offer shall initially be scheduled to expire twenty (20) Business Days following the Offer Commencement Date (calculated as set forth in accordance with Rules Rule 14d-1(g)(3) and 14d-2 Rule 14e-1(a) under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Initial Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer (including the Minimum is scheduled to expire, any Offer Condition is not satisfied and all other conditions and requirements set forth in Annex I) shall has not have been satisfiedwaived, or waived by Parent or Purchaser if permitted hereunder, Purchaser then Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend the Offer on one or more occasions, for additional successive periods of up to 10 ten (10) Business Days each per extension (with the length of such periods to be determined by Parent), until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I Offer Conditions are satisfied or validly waived or (y) in order to permit the date on which this Agreement is terminated in accordance with Section 9.1Acceptance Time to occur; provided, however, that Purchaser in no event shall not Merger Sub or Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer beyond to a date later than the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; and (ii) otherwise Merger Sub shall (and Parent shall cause Merger Sub to) extend the Expiration Date of the Offer except (A) as required by applicable law (including from time to time for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof), or (B) in connection with an increase in of the consideration to be paid pursuant SEC applicable to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive Offer; provided, however that in no event shall Merger Sub or amend the Minimum Condition; (iv) impose any condition Parent be required or permitted, except to the extent consented to by the Company, to extend the Offer not set forth in Annex I; or (v) amend to a date later than the Outside Date. For the avoidance of doubt, if, at any term Expiration Date, all of the Offer Conditions have been satisfied or waived in any manner materially adverse writing by Parent and this Agreement has not otherwise been terminated in accordance with its terms Merger Sub shall (and Parent shall cause Merger Sub to) promptly accept for exchange, and deliver the Offer Consideration for, all Shares validly tendered and not validly withdrawn pursuant to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offerthis Agreement. (e) On As soon as reasonably practicable after the date of commencement this Agreement, Parent shall prepare and file with the SEC a registration statement on Form S-4 to register the offer and sale of Parent Common Stock pursuant to the OfferOffer (the “Registration Statement”). The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) under the Exchange Act (the “Preliminary Prospectus”). On the Offer Commencement Date, Parent and Purchaser shall Merger Sub shall: (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer ), which shall will contain or incorporate by reference the offer to purchase Preliminary Prospectus and forms of the related letter of transmittal, transmittal and summary advertisement (such Tender Offer Statement on Schedule TO and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements all exhibits, amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, supplements thereto being referred to collectively in this Agreement as the “Offer Documents”), ; and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and holders of Shares to the extent required by applicable Laws. Parent and Merger Sub shall cause the Exchange ActRegistration Statement and the Offer Documents and the filing and dissemination thereof to comply in all material respects with the applicable Laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and the Offer Documents (including all amendments and supplements thereto) prior to their the filing thereof with the SEC, and Parent and Purchaser Merger Sub shall give reasonable consider and good faith consideration to incorporate any such comments made by Seller or its counselas Parent, Merger Sub and their counsel deem appropriate. Parent and Purchaser agree to Merger Sub shall promptly provide Seller the Company and its counsel with (i) a copy of any written comments and a description of any oral comments received by Parent, Merger Sub or other communications, whether written or oral, that may be received their counsel from the SEC or its staff with respect to the Registration Statement or the Offer Documents. Each of Parent and Merger Sub shall use reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Registration Statement, the Offer Documents or the Offer. To the extent required by the applicable Laws, (1) each of Parent, Merger Sub and the Company shall use reasonable best efforts to correct promptly after receipt thereof and prior any information provided by it for use in the Registration Statement or the Offer Documents to responding thereto, the extent that it becomes aware that such information shall have become false or misleading in any material respect and (ii2) a reasonable opportunity Parent and Merger Sub shall take all steps necessary to provide comments on that response (to which reasonable promptly cause the Registration Statement and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact as supplemented or omit amended to state any material fact required correct such information, to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and to be disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations holders of any stock exchangeShares. Seller The Company shall promptly furnish to Parent and Purchaser Merger Sub all information concerning Seller the Company and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.1(e). Parent shall use reasonable best efforts to have the Exchange Registration Statement declared effective under the Securities Act as promptly as possible after its filing and to maintain its effectiveness for so long as shall be set forth in required for the issuance of Parent Common Stock pursuant to the Offer Documentsand the Merger. Following the time the Registration Statement is declared effective, Parent shall file the final prospectus included therein under Rule 424(b) under the Securities Act. (f) Neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with this Agreement, in which case Merger Sub shall (and Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to Merger Sub to) irrevocably and unconditionally terminate the Offer and shall cause Purchaser to fulfill its obligations under promptly (but in no event more than one (1) Business Day) after such termination of this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 7.1 hereof and none of the events no event set forth in clause (iii) of the Tender Offer Conditions Annex I hereto shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreementoccurred and be existing, Parent shall cause Purchaser 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 thereunder (the "Securities Exchange Act")) the Offer at as promptly as practicable, but in no event later than five business days following the Offer Price. Subject to the terms and conditions public announcement of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser Parent may designate another direct subsidiary of Parent as the bidder (within the meaning of Rule 14d-1(c) under the Securities Exchange Act) in the Offer, in which case references herein to Merger Sub shall not be required deemed to extend apply to such subsidiary, as appropriate. The obligation of Parent to cause Merger Sub to accept for payment any Shares tendered shall be subject to the satisfaction of only those conditions set forth in Annex I hereto (the "Offer beyond the Outside DateConditions"). Purchaser expressly reserves the rightThe Per Share Amount shall be net to each seller in cash, subject to compliance with reduction only for any applicable federal back-up withholding or stock transfer taxes payable by such seller. The Company agrees that no Shares held by the Exchange Act, Company shall be tendered pursuant to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Offer. (b) Without the prior written consent of Sellerthe Company, Purchaser Parent shall not: not permit Merger Sub to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares Shares sought in the Offer, (iii) amend or waive satisfaction of Seller Common Stock sought pursuant the Minimum Condition (as defined in Annex I hereto) or (iv) impose additional conditions to the Offer; (ii) otherwise extend the Expiration Date Offer or amend any other term of the Offer in any manner adverse to the holders of Shares, provided that nothing herein shall prohibit any waiver of any condition or term of the Offer (other than the Minimum Condition) or any other action permitted hereby. Upon the terms and subject to the conditions of the Offer, Parent shall cause Merger Sub to accept for payment and purchase, as soon as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. It is agreed that the Offer Conditions are for the benefit of Merger Sub and may be asserted by Merger Sub regardless of the circumstances giving rise to any such condition (except (A) as required by applicable law (including for any period required action or inaction by Parent or Merger Sub constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Merger Sub, in whole or in part at any ruletime and from time to time, regulationin its sole discretion. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I hereto. On the date the Offer is commenced, interpretation or position of Parent and Merger Sub shall file with the United States Securities and Exchange Commission (the “"SEC”") a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer that shall contain (including as an exhibit) or incorporate by reference the Offer to Purchase and forms of the related letter of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein as the "Offer Documents") and shall mail the Offer to Purchase to the holders of the Shares. Parent and Merger Sub agree promptly to correct the Schedule 14D-1 if and to the extent it shall become false and misleading in any material respect (and the Company, with respect to written information supplied by it specifically for use in the Schedule 14D-1, shall promptly notify Parent and Merger Sub of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-1 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Parent and Merger Sub shall take all steps necessary to cause the Schedule 14D- 1 as so corrected to be filed with the SEC and disseminated to the Company's stockholders to the extent required by applicable Laws, including federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents before they are filed with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with any comments or other communications that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff thereof)with respect to the Offer Documents promptly after the receipt of such comments or other communications. (d) The Offer to Purchase shall provide for an initial expiration date for the Offer (the "Expiration Date") of 20 business days (as defined in Rule 14d-1 under the Securities Exchange Act) from the date of commencement of the Offer. Parent and Merger Sub agree that they shall not terminate or withdraw the Offer or extend the Expiration Date unless at the Expiration Date any of the Offer Conditions shall not have been satisfied or earlier waived. Notwithstanding the foregoing, or Merger Sub may (Bi) extend the Expiration Date (including as it may be extended) for up to ten business days in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause extend the initial Expiration Date (including as it may be extended) for up to ten business days, notwithstanding that on such Expiration Date the Offer Documents to be disseminated to Conditions shall have been satisfied or waived, if the Seller Stockholders as number of Shares that have been validly tendered and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light withdrawn represents more than 50 percent but less than 90 percent of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, then issued and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsoutstanding Shares. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 8.01, Merger Sub shall, and none Parent shall cause Merger Sub to, on or before the date that is ten (10) Business Days after the date of the events set forth in clause (iii) initial public announcement of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable this Agreement (but in no event later earlier than ten five (105) Business Days) Days after the date of the initial public announcement of this Agreement), Parent shall 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 at Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer Price. Subject is subject to the terms and conditions of this Agreement and to the satisfaction or waiver (as provided in Section 1.01(c) below) of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition)“Offer Conditions”) (without limiting the right of Merger Sub to terminate, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to extend or modify the Offer and not withdrawn. (b) Upon in accordance with the terms of this Agreement). On the terms and subject to the conditions set forth in of the Offer and this Agreement, each Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The acceptance for payment of Shares pursuant to and subject to the conditions of the parties hereto agrees Offer is referred to use its reasonable best efforts in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to takein this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be takenprovided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all actions Shares that are necessary, proper or advisable Merger Sub becomes obligated to consummate accept for payment and make effective purchase pursuant to the Offer, the Merger Offer and the other transactions contemplated by this Agreement. (c) The initial expiration date Offer Conditions are for the sole benefit of the Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest Condition at any time and date as from time to time, in their sole and absolute discretion, other than the OfferMinimum Condition, as it which may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance Merger Sub only with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, Purchaser to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: : (i) decrease the Offer Price or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares of Seller Common Stock Shares sought pursuant to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer; Offer Conditions or amend any Offer Condition, (iiiv) otherwise waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date (as defined below) except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (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 holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (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 and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer except (A) to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable law Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the 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 holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.01(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 1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days (as defined below) (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 (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger 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 United States Securities and Exchange Commission (the “SEC”) SEC or the its staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant applicable to the Offer so as or necessary to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to resolve any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from of the SEC or its staff with respect applicable to the Offer Documents promptly after receipt thereof and prior to responding theretoor the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given)deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If at any time the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the Effective Time, any information relating to acceptance for payment of Shares tendered in the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other partyMerger Sub shall, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer Merger Sub to, promptly return, and shall cause Purchaser any depository acting on behalf of Merger Sub to fulfill its obligations under this Agreementreturn, all tendered Shares to the registered holders thereof.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article IX hereof and none ARTICLE X, (ii) all of the events conditions set forth in clauses 2(a), (b), (c), (d), (e), (g), (h), and (i) of ANNEX I shall then be satisfied (in the case of clause 2(e), with respect to covenants and obligations that the Company is required to comply with or to perform prior to such time) or waived by Parent and Acquisition Sub and (iii) of the Tender Offer Conditions shall have occurredCompany has timely provided any information required to be provided by it pursuant to Section 2.01(h), as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement (and in any event within 10 Business Days of the date of this Agreement), Acquisition Sub shall (and Parent shall cause Purchaser to Acquisition Sub to) commence (within the meaning of Rule 14d-2 of under the Exchange Act) the Offer at the Offer Price. Offer. (b) Subject to the terms and conditions of this Agreement Agreement, including the prior satisfaction of the Minimum Condition and to the satisfaction or waiver by Parent and Acquisition Sub of the Tender Offer Conditions other conditions set forth in Annex ANNEX I (including collectively, the Minimum Condition“Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser to, promptly as soon as practicable after the Expiration Date, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) consummate the Offer in accordance with its terms, and promptly accept for payment and promptly thereafter pay for, after giving effect to any withholding tax, for all such shares of Seller Common Stock Shares validly tendered and not properly withdrawn pursuant to the Offer and not withdrawnOffer. (bc) Upon The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all the other conditions Offer Conditions. Parent and requirements set forth in Annex IAcquisition Sub expressly reserve the right to (i) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend increase the Offer for periods of up to 10 Business Days each until Price, (ii) waive any Offer Condition and (iii) make any other changes in the earlier of (x) the date on which the Minimum Condition has been met terms and all conditions of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1Offer; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, thatunless otherwise provided by this Agreement, without the prior written consent of Sellerthe Company, Purchaser Parent and Acquisition Sub shall not: not (iA) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the Offer Price or decrease the maximum number of shares Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of Seller Common Stock sought the Offer Conditions in a manner that adversely affects Stockholders generally, (F) waive, amend or otherwise change the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be terminated prior to the Expiration Date unless this Agreement is terminated in accordance with ARTICLE X. (d) Unless extended pursuant to and in accordance with the Offer;terms of this Agreement, the Offer shall expire at 12:00 a.m. (New York City time) on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, 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, is referred to as the “Expiration Date”). (e) The Offer shall be extended from time to time as follows: (i) If on the scheduled Expiration Date, the Minimum Condition has not been satisfied or any of the other Offer Conditions have not been satisfied, or waived by Parent and Acquisition Sub if permitted hereunder, then Acquisition Sub shall extend the Offer for one or more periods of not more than 20 Business Days (subject to the foregoing, the length of each such period to be determined by Parent in its sole discretion) or such other number of Business Days as the parties may agree (subject to the right of Parent and Acquisition Sub to waive any Offer Condition (other than the Minimum Condition) in accordance with this Agreement and the parties’ respective rights to terminate this Agreement in accordance with ARTICLE X); and (ii) otherwise extend the Expiration Date of Acquisition Sub shall extend, and Parent shall cause Acquisition Sub to extend, the Offer except (A) as required by applicable law (including for any the minimum period required by any rule, regulationApplicable Law, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or its staff or the staff thereof)NYSE or its staff. (f) Without limiting the other provisions of this Agreement, or (B) in connection with an increase in if at any time during the consideration to be paid period between the date of this Agreement and the time when Acquisition Sub accepts, for the first time, for payment Shares validly tendered and not properly withdrawn pursuant to the Offer so as to comply with applicable rules and regulations (the “Offer Acceptance Time”), any change in the outstanding shares of capital stock of the SEC;Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Offer Price shall be equitably adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or stock dividend thereon. (iiig) waive or amend In the Minimum Condition; event that this Agreement is terminated pursuant to the terms hereof, Acquisition Sub shall (ivand Parent shall cause Acquisition Sub to) impose promptly (and in any condition event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer, shall not acquire any Shares pursuant to the Offer not set forth and shall cause any depositary acting on behalf of Acquisition Sub to return, in Annex I; or (v) amend any term of accordance with Applicable Law, all tendered Shares to the Offer in any manner materially adverse to record holders of shares of Seller Common Stockthereof. (dh) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser Acquisition Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer which shall that will contain or incorporate by reference the offer Offer to purchase Purchase and forms form of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), transmittal and (ii) cause the Offer Documents to Purchase and related documents to be disseminated to Stockholders. Parent and Acquisition Sub agree that they shall cause the Seller Stockholders Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Acquisition Sub with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other Applicable Law. Each of Parent, Acquisition Sub and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Acquisition Sub further agree to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to Stockholders, in each case as and to the extent required by Applicable Law. The Company shall promptly furnish or otherwise make available to Parent and Acquisition Sub or Parent’s legal counsel all information concerning the Exchange ActCompany and its Subsidiaries and Stockholders that may be required in connection with any action contemplated by this Section 2.01(h), including communicating the Offer to the record and beneficial holders of the Shares. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their the filing thereof with the SEC, and Parent and Purchaser shall give reasonable and Acquisition Sub agree to consider in good faith consideration to any comments made by Seller or its counselsuch comments. Parent and Purchaser Acquisition Sub agree to provide Seller the Company and its counsel with (i) any comments Parent, Acquisition Sub or other communications, whether written or oral, that their counsel may be received receive from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof of such comments. Parent and prior Acquisition Sub shall respond promptly to responding thereto, and (ii) a reasonable opportunity to provide any comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to of the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser SEC or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement its staff with respect to the Offer Documents, so that Documents or the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsOffer. (fi) Parent shall provide or cause to be provided to Purchaser Acquisition Sub on a timely basis all of the funds necessary to pay for purchase any shares of Seller Common Stock Shares that Purchaser Acquisition Sub becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof On the terms and none of subject to the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date conditions of this Agreement, Parent within seven (7) business days from the date hereof, the Buyer shall (or shall cause Purchaser to Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act) ”)), the Offer at to purchase any and all outstanding shares of Company Common Stock for consideration per share equal to $5.80 (the “Offer PriceConsideration”) in cash. Subject to On the terms and conditions of this Agreement and subject to the prior satisfaction or waiver of the Tender conditions of the Offer Conditions set forth in Annex I and this Agreement, the Buyer shall (including the Minimum Condition), Purchaser shall, and Parent or shall cause Purchaser Merger Sub to, ) accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer and shall pay the Offer Consideration for all such shares of Company Common Stock promptly after acceptance. The obligation of the Expiration Date, Buyer (either directly or through Merger Sub) to commence the Offer and to accept for payment and pay for, after giving effect to any withholding tax, all such the Offer Consideration for shares of Seller Company Common Stock validly tendered pursuant to in the Offer and not withdrawn. (b) Upon the terms and properly withdrawn shall be subject to the conditions set forth in Annex I to this Agreement, each of the parties hereto agrees Agreement (which is annexed to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this AgreementAmendment). (cb) The initial expiration date of the Offer shall be on the 20th Business Day twentieth (20th) business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-then scheduled Expiration Dateexpiration date of the Offer, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent the Buyer or Purchaser Merger Sub if permitted hereunder, Purchaser the Buyer shall (and Parent shall cause Purchaser Merger Sub to) extend the Offer for periods of up to 10 Business Days ten (10) business days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside DateArticle VIII. Purchaser The Buyer expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company, Purchaser the Buyer shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price Consideration, or decrease the number of shares of Seller Company Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date expiration date of the Offer except (A) as required by this Agreement or applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) amend any term of the Offer in any manner adverse to holders of shares of Company Common Stock; or (v) impose any condition to the Offer not set forth in Annex I; or (v) amend any term I. Neither the Buyer nor Merger Sub shall terminate or withdraw the Offer prior to the then scheduled expiration of the Offer unless this Agreement is validly terminated in any manner materially adverse to holders accordance with its terms, in which case the Buyer shall (or shall cause Merger Sub to) irrevocably and unconditionally terminate the Offer promptly (but in no event more than one (1) business day) after such termination of shares of Seller Common Stock. (d) Purchaser this Agreement. The Buyer may, without the consent of Sellerthe Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Company Common Stock in the Offer. (ec) On the date of commencement of the Offer, Parent and Purchaser the Buyer shall (ior shall cause Merger Sub to) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which Offer. The Schedule TO shall contain or incorporate by reference the an offer to purchase and forms (the “Offer to Purchase”), a form of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively collectively, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), . The Buyer and (ii) cause Merger Sub shall provide the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the other Offer Documents prior to their the filing thereof with the SEC, and Parent the Buyer and Purchaser Merger Sub shall give reasonable and good faith consideration to any comments made by Seller or the Company and its counsel. Parent counsel (it being understood that the Company and Purchaser agree to its counsel shall provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be giventhereon as soon as reasonably practicable). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so The Buyer and Merger Sub agree that the Offer Documents shall comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no covenant, agreement, representation or warranty is made by the party which discovers such Buyer or Merger Sub with respect to information supplied by the Company or any of its stockholders for inclusion or incorporation by reference in the Offer Documents. The Buyer and Merger Sub shall promptly notify take all steps necessary to cause the other party, and an appropriate amendment or supplement describing such information shall Offer Documents to be filed with the SEC and disseminated to the Seller Stockholdersholders of shares of Company Common Stock, as and to the extent required by applicable Law U.S. federal securities laws. Each of the Buyer, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Buyer and Merger Sub shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable rules or regulations U.S. federal securities laws. The Buyer and Merger Sub shall provide the Company and its counsel with a copy of any stock exchange. Seller written comments or telephonic notification of any oral comments the Buyer, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall furnish provide the Company and its counsel a reasonable opportunity to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth participate in the Offer Documentsformulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, which comments the Buyer and Merger Sub shall give reasonable and good faith consideration), and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Buyer or Merger Sub or their counsel. (fd) Parent The Buyer shall provide or cause to be provided to Purchaser Merger Sub on a timely basis the funds necessary to pay for purchase any and all shares of Seller Company Common Stock that Purchaser Merger Sub becomes obligated to purchase pursuant to the Offer. (e) The Buyer and Merger Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as the Buyer OR Merger Sub, as the case may be, reasonably determines that it is required to deduct and shall cause Purchaser withhold with respect to fulfill its obligations the making of such payment under this Agreementthe Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), or under any other applicable law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Subject to the terms and none of the events conditions set forth in clause (iii) of the Tender Offer Conditions shall have occurredthis Agreement, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, but in no event later than five (5) Business Days after the date of this Agreement, Merger Sub shall (and Parent shall cause Purchaser to Merger Sub to) commence (the Offer, within the meaning of Rule 14d-2 the applicable rules and regulations of the Exchange Act) the Offer SEC, to purchase any and all outstanding Shares at a price equal to the Offer Price. Subject The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment, and pay for, Shares tendered pursuant to the terms and conditions of this Agreement and Offer are subject only to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares each of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Annex A (the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement"Offer Conditions"). (cb) The initial expiration date of the Offer shall be on the 20th twentieth (20th) Business Day after following the commencement of the Offer (determined in accordance with using Exchange Act Rules 14d-1(g)(3) and 14d-2 under 14d-2). Notwithstanding the Exchange Act) (foregoing, if, on the latest time and initial expiration date or any subsequent date as of which the Offer, as it may be extended pursuant Offer is scheduled to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Dateexpire, all of the conditions Offer Conditions have not been satisfied or waived, then Merger Sub shall extend (and re-extend) the Offer and its expiration date beyond the initial expiration date or such other date for one or more periods, until the earlier to occur of (i) a date as of which all of the Offer Conditions, including the Minimum Tender Condition, are satisfied or waived and (ii) the Walk Away Date; provided that any such extension shall be in increments determined by Merger Sub of not more than ten (10) Business Days, and in no event shall the Offer extend beyond the Walk Away Date. Notwithstanding the foregoing, Merger 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 SEC or the staff thereof applicable to the Offer or any period required by any other Law. The Offer may not be terminated prior to its expiration date (including the Minimum Condition as such expiration date may be extended and all other conditions and requirements set forth re-extended in Annex Iaccordance with this Agreement), unless this Agreement is validly terminated in accordance with Article 8. Nothing in this Section 1.1(b) shall not have been satisfiedaffect any termination rights in Article 8; and in the event of any conflict between the provisions of this Section 1.1(b) and Article 8, Article 8 shall be controlling. (c) Parent shall provide or waived by Parent or Purchaser if permitted hereunder, Purchaser cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer for periods of up to 10 Business Days each until as promptly as practicable following the earlier of later of: (xi) the earliest date on as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Minimum Condition has been met Offer and all (ii) the earliest date as of which each of the conditions and requirements set forth in Annex I are Offer Conditions shall have been satisfied or waived waived. (d) Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or (ymore extensions thereof) the date on which this Agreement is terminated in accordance with Section 9.1Rule 14d-11 under the Exchange Act (each a "Subsequent Offering Period") following the Acceptance Time if at the commencement of any Subsequent Offering Period (or extension thereof) the number of Shares owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing) represent less than 90% of the then outstanding number of Shares. If immediately following the Acceptance Time, Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries own more than 80% but less than 90% of the Shares outstanding at that time (which shall include (i) shares beneficially owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the expiration of the Offer by Ultimate Parent, Parent, Merger Sub or their respective Subsidiaries, as the case may be, and (ii) shares tendered in the Offer and not withdrawn), to the extent requested by the Company, Merger Sub shall provide for a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that Purchaser Merger Sub shall not be required to extend provide for such Subsequent Offering Period if the Offer beyond number of Shares issuable upon the Outside Dateexercise of the Top-Up Option would, after giving effect to such exercise and when added to the number of Shares so owned by Ultimate Parent, Parent, Merger Sub and their respective Subsidiaries, represent not less than 90% of the then outstanding number of Shares. Purchaser expressly reserves Subject to the rightterms and conditions set forth in this Agreement and the Offer, subject to Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any condition to the Offer, to waive, amend or increase the Offer Price and/or to modify any term or condition the other terms of the Offer in its sole discretion; providedOffer, however, except that, without the prior written consent of Sellerthe Company, Purchaser Parent and Merger Sub shall notnot do any of the following: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease reduce the number of shares of Seller Common Stock sought pursuant Shares subject to the Offer; (ii) reduce the Offer Price; (iii) change or waive the Minimum Tender Condition; (iv) except as provided in Section 1.1(b) and Section 1.1(d), extend or otherwise extend change the Expiration Date expiration date of the Offer Offer, except (A) as required by applicable law Law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof), ) or (B) in connection with an increase of at least $0.25 per share in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iiiv) waive or amend change the Minimum Conditionform of consideration payable in the Offer; (ivvi) amend, modify or supplement any of the Offer Conditions or the terms of the Offer in any manner adverse to holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions; or (vii) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of other than the Offer in any manner materially adverse to holders of shares of Seller Common StockConditions. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (ef) On the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer which Statement shall (i) contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement (such Schedule TO and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under being referred to as the Exchange Act, the “"Offer Documents”), ") and (ii) be in form reasonably satisfactory to the Company. The Company shall promptly upon request of Parent provide Parent with all information concerning the Company that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to be disseminated comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Seller Stockholders as holders of Shares, and not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so necessary such that the Offer Documents shall do not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information . Each of Parent and Merger Sub shall promptly notify the other party, and an appropriate amendment take all steps necessary to amend or supplement describing such information shall the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the Seller Stockholdersholders of Shares, in each case as and to the extent required by applicable Law or any applicable rules or regulations Federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC and disseminated to holders of Shares. Parent and Merger Sub shall provide to the Company and its counsel copies of any stock exchange. Seller shall furnish written comments or telephonic notification of any oral comments Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsDocuments promptly after the receipt of such comments, shall consult with the Company and its counsel prior to responding to any such comments and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel. (fg) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall 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 this Agreement is terminated pursuant to Section 8.1, Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, or cause Purchaser any depositary acting on behalf of Merger Sub to fulfill its obligations under return, all tendered Shares to the tendering stockholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date of this AgreementAgreement and prior to the payment by Merger Sub for the Shares validly tendered and not withdrawn in connection with the Offer; provided, however, the provisions of this Section 1.1(h) are not authority for the Company to take any action referenced in Section 5.1(b), and in the event of any conflict between the provisions of Section 5.1(b) and this Section 1.1(h), the provision of Section 5.1(b) shall be controlling.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 8.1 and none of the events set forth Company is prepared in clause (iiiaccordance with Section 2.2(a) of to file with the Tender Offer Conditions shall have occurredSEC, and to disseminate to the Company’s stockholders, the Schedule 14D-9 on the same date as the Merger Sub commences the Offer, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreementhereof, Merger Sub shall, and Parent shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 of under the Exchange Act), the Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer at the Offer Price. Subject is subject to the terms and conditions of this Agreement and to the satisfaction or waiver (as provided in Section 2.1(c)) of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition“Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon . On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) promptly (and in any event within one Business Day with respect to acceptance and three Business Days with respect to payment (in each case, calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)) on or after the Expiration Date. The acceptance for payment of Shares pursuant to and subject to the Offer Conditions is referred to in this Agreement, each of Agreement as the parties hereto agrees “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to use its reasonable best efforts to takein this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be takenprovided, to Merger Sub on a timely basis funds necessary to purchase and pay for any and all actions Shares that are necessary, proper or advisable Merger Sub becomes obligated to consummate accept for payment and make effective purchase pursuant to the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions other than the Minimum Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided that Parent and Merger Sub shall not waive, modify or amend the Minimum Condition and, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer; (ii) decrease the maximum number of Shares subject to or sought to be purchased in the Offer; (iii) impose conditions on the Offer in addition to the Offer Conditions or amend, modify or supplement any condition in a manner adverse to the Company’s stockholders; (iv) amend any other term of the Offer in a manner that is materially adverse to the Company’s stockholders or (v) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated or withdrawn in accordance with Section 8.1. (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, (i) 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 Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with any exhibits, amendments or supplements thereto, the “Schedule 13E-3” and such Schedule 13E-3 filed by the Parent and Merger Sub, the “Parent Schedule 13E-3”) and (ii) cause the Offer Documents and the Parent Schedule 13E-3 and related documents to be disseminated to the Company’s stockholders to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents and the Parent Schedule 13E-3. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents and the Parent Schedule 13E-3 to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company’s Subsidiaries and the Company’s stockholders that may be required to be set forth in the Offer Documents or the Parent Schedule 13E-3 or otherwise required in connection with any action contemplated by this Section 2.1(d). Each of the Parties agrees to promptly correct any information provided by it for use in the Offer Documents or the Parent Schedule 13E-3 if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents and the Parent Schedule 13E-3 as so corrected to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its outside counsel with any comments (including a summary of any oral comments) that Parent, Merger Sub or their outside counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents or the Parent Schedule 13E-3 promptly after receipt of such comments. Prior to the filing of the Offer Documents or the Parent Schedule 13E-3 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents, Parent Schedule 13E-3 or response, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable efforts to respond promptly to any such SEC comments. (e) Unless extended or earlier terminated pursuant to and in accordance with the terms of this Agreement, the Offer shall remain open until 5:00 p.m., New York City time, on the 20th Business Day after business day (for purposes of this Section 2.1(e), calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (determined 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 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 Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offerthis Agreement, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If Notwithstanding the foregoing, (i) if on or prior to any the then-scheduled effective Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all has not been satisfied or any of the other conditions and requirements set forth in Annex I) shall Offer Conditions have not have been satisfied, satisfied or waived by Parent or Purchaser Merger Sub if permitted hereunder, Purchaser shall (then Merger Sub shall, and Parent shall cause Purchaser Merger Sub to, extend the Offer on one or more occasions in consecutive increments of not more than ten Business Days each, or for such longer period as the parties may agree in writing in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Conditions, other than the Minimum Condition) and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for periods the minimum period required by applicable Law, interpretation or position of up the SEC or its staff or NASDAQ or its staff; provided, however, in the case of clause (i) above and notwithstanding anything to 10 Business Days each until the earlier of (x) contrary in such provision, if on the date on which then-effective Expiration Date, the Minimum Condition has not been met satisfied and all a Change in Recommendation has occurred prior to the then-effective Expiration Date and remains in effect, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer by only one period of no more than ten Business Days (the conditions and requirements set forth “Limited Extension”); and, provided, further, that Merger Sub shall not in Annex I are satisfied or waived or (y) any event be required to extend the Offer beyond the date on which this Agreement is terminated in accordance with Section 9.1; provided8.1. In the event that this Agreement is validly terminated pursuant to Section 8.1, howeverMerger Sub shall, that Purchaser and Parent shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the rightcause Merger Sub to, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form promptly (and in any event within 24 hours of consideration payable in such termination), irrevocably and unconditionally terminate the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for not acquire any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase Shares pursuant to the Offer and shall (iii) cause Purchaser any depositary acting on behalf of Merger Sub to fulfill its obligations under this Agreementreturn, in accordance with applicable Law, all Tendered Shares to the registered holders thereof.

The Offer. (a) Provided that this Agreement shall has not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredSection 8.1, as promptly as reasonably practicable (but in no event later than ten (10) Business Daysbusiness days) after the date of this Agreementhereof, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)Conditions, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration DateTime (and in any event within one (1) business day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)), accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock Shares validly tendered pursuant to the Offer and not withdrawnwithdrawn (the date and time of the first acceptance for payment, the “Acceptance Time”) and promptly thereafter pay for such Shares. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall initially be scheduled to expire at midnight (Eastern time) on the 20th Business Day after date that is twenty (20) business days following the commencement of the Offer (determined in accordance with Rules using Rule 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (the latest time and date as the OfferOffer may expire, as it may be extended pursuant to this Section 1.1(c)1.1, may expire shall be referred to as the “Expiration DateTime”). If on or prior to any then-then scheduled Expiration DateTime, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex II (collectively, the “Offer Conditions”) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for successive periods of up to 10 Business Days ten (10) business days each (the length of such period to be determined in good faith by Parent and the Company) until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I Offer Conditions are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall 8.1. The Offer may not be required terminated or withdrawn prior to extend the Offer beyond Expiration Time, unless this Agreement is terminated in accordance with Section 8.1. In the Outside Date. event this Agreement is terminated pursuant to Section 8.1, Parent shall cause Purchaser to promptly (and in any event within one (1) business day of such termination) irrevocably and unconditionally terminate the Offer. (c) Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company, neither Parent nor Purchaser shall notshall: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock Shares subject to or sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer Time, except (A) as required by applicable law this Agreement or Applicable Law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereofits staff), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend otherwise amend, modify or supplement any Offer Condition or any term of the Offer set forth in any this Agreement or in the Offer Documents in a manner materially adverse to holders of shares of Seller Common Stockthe Company’s shareholders. (d) Purchaser may, without the consent of Sellerthe Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock Shares in the OfferOffer (a “Subsequent Offering Period”). (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer Offer, which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements supplements, amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), ) and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders Company’s shareholders as and to the extent required by the Exchange Act. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller the Company or its counsel. Parent and Purchaser agree to provide Seller the Company with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Each of Parent, Purchaser or and the Company shall promptly correct any of their respective Affiliates, should be discovered information provided by Seller or Parent which should be set forth it for use in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit if and to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers extent that such information shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment each of Parent and Purchaser shall take all steps necessary to amend or supplement describing such information shall the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the Seller Stockholdersholders of Shares, in each case as and to the extent required by applicable Applicable Law or any applicable rules or regulations of any stock exchangeNASDAQ. Seller The Company shall promptly furnish to Parent and Purchaser all information concerning Seller the Company required by the Exchange Act to be set forth in the Offer Documents. Subject to an Adverse Change Recommendation being made by the Company pursuant to Section 5.4 prior to the time the Offer Documents are disseminated to the Company’s shareholders, the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents; provided, in the event an Adverse Change Recommendation is made by the Company pursuant to Section 5.4 following the time the Offer Documents are disseminated to the Company’s shareholders, each of Parent and Purchaser shall take all steps necessary to amend or supplement the Offer Documents to correct such information and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the holders of Shares, as applicable. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock Shares that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement. Parent shall, and shall ensure that all of its Affiliates, either (i) tender Shares held by them, if any, into the Offer or (ii) transfer such Shares to Purchaser prior to the Acceptance Time.

The Offer. (a) Provided that Upon the terms and subject to the conditions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredAgreement, as promptly as reasonably practicable (but in no event later than ten (10) seven Business Days) after the date of this Agreement, Purchaser shall, and Parent shall cause Purchaser to, file with Securities and Exchange Commission (the “SEC”) amended Offer Documents, reflecting the offer to commence purchase all of the Shares at the Offer Price, and cause the Offer Documents to be disseminated to the stockholders of the Company as and to the extent required by federal securities Laws. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit A (as they may be amended in accordance with this Agreement, the “Offer Conditions”). (i) The expiration date of the Offer pursuant to the amended Offer Documents shall be 5:00 p.m., New York City time, on the 15th business day following the filing of the amended Offer Documents pursuant to Section 1.1(a) (determined pursuant to Rule 14d­1(g)(3) under the Exchange Act of 1934 (the “Exchange Act”)) (the “Initial Expiration Date”) or, if the Offer has been extended in accordance with this Agreement, at 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 Agreement, the “Expiration Date”). Purchaser expressly reserves the right, at any time, to, in its sole discretion, waive, in whole or in part, any Offer Condition or modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, Purchaser shall not (A) reduce the number of shares of Company Common Stock subject to the Offer, (B) reduce the Offer Price or change the form of consideration payable in the Offer, (C) change, modify or waive the Minimum Tender Condition, (D) add to the Offer Conditions or make any condition to the Offer more difficult to satisfy, (E) extend the Expiration Date other than in accordance with this Agreement or provide a “subsequent offering period” within the meaning of Rule 14d-2 14d­11 promulgated under the Exchange Act or (F) otherwise amend the Offer in a manner adverse to the holders of Shares generally. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of Company, except if this Agreement and is terminated pursuant to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)Section 8.1. If this Agreement is terminated pursuant to Section 8.1, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment (and pay for, after giving effect to in any withholding tax, all event within 24 hours following such shares of Seller Common Stock validly tendered pursuant to termination) terminate the Offer and not withdrawnacquire any Shares pursuant thereto. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, 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. (bii) Upon the terms Parent and subject to the conditions set forth in this Agreement, each Purchaser agree that if on any scheduled Expiration Date of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date any of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer Conditions (including the Minimum Tender Condition and all the other conditions and requirements Offer Conditions set forth in Annex IExhibit A) shall is not have been satisfiedsatisfied or, or in Purchaser’s sole discretion, waived by Parent or (if such condition is permitted to be waived pursuant to this Agreement and applicable Law), then Purchaser if permitted hereundershall, Purchaser shall (and Parent shall cause Purchaser to) , extend the Offer for successive periods of time of up to 10 ten Business Days each until (the earlier length of (xsuch periods to be determined by Parent, in its sole discretion) or such number of Business Days as the date on which parties may agree in order to permit the Minimum Condition has been met and all satisfaction of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; such conditions; provided, however, that if the sole then unsatisfied condition is the Minimum Tender Condition, Purchaser shall not so extend the Offer if and only if the Company shall have delivered to Purchaser a written request that Purchaser so extend the Offer; provided further, that if the Antitrust Condition shall have been satisfied less than five business days prior to the Expiration Date (as determined pursuant to Rule 14d­1(g)(3) of the Exchange Act), no such consent of the Company shall be required for Parent to extend the Offer for a period of up to five business days (as determined pursuant to Rule 14d­1(g)(3) of the Exchange Act). Notwithstanding the foregoing, in no event shall Purchaser be required to (1) extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement Yamana shall not have been terminated in accordance with Article IX hereof and none of promptly publicly announce its intention to amend the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredOriginal Offer, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject subject to the terms and conditions of this Agreement set forth below, to increase the consideration payable thereunder to 2.235 Yamana Common Shares and to the satisfaction or waiver C$7.00 in cash for each Share. The conditions of the Tender Original Offer Conditions will be replaced by the conditions set forth out in Annex I (including the Minimum Condition), Purchaser shall, Schedule A. The Notice of Variation and Parent Extension shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect also contain an amendment to any withholding tax, all such shares Section 13 of Seller Common Stock validly tendered pursuant to the Offer and portion of the Circular to replace the phrase “in its sole discretion” with the phrase “in its reasonable discretion”. Yamana will not withdrawnbe required to make the Offer in any jurisdiction where it would be illegal to do so. (b) Upon Yamana shall prepare the terms Notice of Variation and subject Extension in both the English and French languages and amendments to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger Schedule TO and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined Form F-10, in all material respects in accordance with Rules 14d-1(g)(3applicable securities laws in Canada, the United States and the United Kingdom, including the 1933 Act and the 1934 Act (collectively, “Applicable Securities Laws”). Yamana shall mail the Notice of Variation and Extension in accordance with Applicable Securities Laws to each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) and 14d-2 under the Exchange Act) on September 28, 2007 (the latest such time and on such date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be being referred to herein as the “Expiration DateLatest Mailing Time”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend if the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition mailing of the Offer Notice of Variation and Extension is delayed by reason of Meridian not having provided to Yamana the Directors’ Circular referred to in its sole discretion; provided, however, that, without Section 2.1(h)(v) as well as any information pertaining to Meridian that is necessary for the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date completion of the Offer except (A) as required Notice of Variation and Extension by applicable law (including for any period required by any ruleYamana, regulationthen the Latest Mailing Time shall be extended to 11:59 p.m. on the second business day following the date on which Meridian supplies such necessary documents, interpretation information or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stockother assistance. (dc) Purchaser may, without Prior to the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 printing of the Exchange Act following its acceptance for payment Notice of shares of Seller Common Stock in Variation and Extension and the Offer. (e) On the date of commencement filing of the Offer, Parent and Purchaser shall (i) file or cause amendment to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) , Yamana shall provide Meridian with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on such documents, recognizing that whether or not such comments are appropriate will be determined by Yamana, acting reasonably. (d) Yamana agrees that, provided all of the conditions to the Offer Documents prior set out in Schedule A hereto shall have been satisfied or waived, Yamana shall take up and pay for all of the Shares tendered under the Offer promptly and in any event no later than two business days following the time at which it becomes entitled to their filing take up such Shares under the Offer pursuant to applicable Laws. (e) The Offer shall be made in accordance with Applicable Securities Laws and shall expire not earlier than midnight (Toronto time) (which for the SECavoidance of doubt, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with mean the end of the day) on the later of (i) any comments or other communicationsOctober 12, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, 2007 and (ii) a reasonable opportunity the date that is 10 business days (as determined in accordance with Rule 14d-1 under the 1▇▇▇ ▇▇▇) following the mailing of the Notice of Variation and Extension in respect of the Offer (such time, as it may be extended, is referred to provide comments on that response (to which reasonable and good faith consideration shall be givenherein as the “Expiry Time”). If at any time prior Yamana shall use all reasonable efforts to the Effective Time, any information relating to consummate the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement subject to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, terms and an appropriate amendment or supplement describing such information shall be filed with the SEC conditions hereof and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsthereof. (f) Parent Yamana may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Yamana shall provide not, without the prior consent of Meridian, increase or cause decrease the Minimum Deposit Condition, impose additional conditions to be provided the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to Purchaser on increase the total consideration per Share or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a timely basis waiver of a condition other than the funds necessary Minimum Deposit Condition) in a manner which is adverse to pay for any shares the Shareholders. (g) If at the Expiry Time all of Seller Common Stock that Purchaser becomes obligated the conditions to purchase the Offer set out in Schedule A hereto shall have been satisfied or waived but the number of Shares validly deposited pursuant to the Offer and not withdrawn at the Expiry Time is less than 90% of the Shares outstanding calculated on a fully diluted basis, Yamana will, subject to Applicable Securities Laws, provide a subsequent offering period of not less than 15 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), provided that if the number of shares validly deposited pursuant to the Offer and not withdrawn at the Expiry Time constitutes less than 662/3% of the Shares outstanding calculated on a fully diluted basis, such subsequent offering period shall cause Purchaser be 20 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), in either case to fulfill permit Shareholders who had not tendered their Shares prior to the Expiry Time to so tender. (h) The obligation of Yamana to amend the Original Offer is conditional on the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Yamana and any or all of which may be waived by Yamana in whole or in part in its obligations sole discretion (other than the condition set out in Section 2.1(h)(iii) below, which must be waived if Yamana has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(vi) below, which may be waived only with the consent of Meridian) without prejudice to any other right it may have under this Agreement: (i) the obligations of Yamana hereunder shall not have been terminated pursuant to Section 7.1; (ii) no change, effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Yamana, a Yamana Subsidiary or any Person acting jointly or in concert with Yamana) shall have occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied; (iii) assurances satisfactory to Yamana, acting reasonably, shall have been received by Yamana that all waivers, rulings or orders necessary for Yamana to amend the Original Offer and to mail to the Shareholders the Notice of Variation and Extension have been or will be obtained from all applicable securities commissions or other regulatory authorities; (iv) the Meridian Board of Directors shall have unanimously recommended that Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner that has substantially the same effect or taken any other action or made any other public statement in connection with the Offer subsequent to the date of this Agreement inconsistent with such recommendation; (v) the Meridian Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to Yamana for mailing with the Notice of Variation and Extension an amended directors’ circular (the “Directors’ Circular”) unanimously recommending that Shareholders accept the Offer; (vi) Yamana shall not have the right to terminate this Agreement pursuant to Section 7.1(f) without giving effect to the cure period provided therein); and (vii) no cease trade order, injunction or other prohibition at Law shall exist against Yamana making the Offer or taking up or paying for Shares deposited under the Offer. Prior to printing the Directors’ Circular, Meridian shall provide Yamana with a reasonable opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by Meridian, acting reasonably. The Directors’ Circular shall include a copy of the written fairness opinion of each of BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. and G▇▇▇▇▇▇, Sachs & Co. referred to below.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 8.01, Merger Sub shall, and none of the events set forth in clause (iii) of the Tender Offer Conditions Parent shall have occurredcause Merger Sub to, as promptly as reasonably practicable after the Agreement Date (but and in any event no event later than ten (10) Business Days) Days after the date of the initial public announcement of this Agreement), Parent shall 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 to purchase any and all of the outstanding Shares at the Offer Price. Subject . (b) The obligation of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the terms and conditions of this Agreement and Offer is subject only to the satisfaction or waiver (as provided in Section 1.01(c) below) of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition“Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon . On the terms and subject to the conditions set forth in of the Offer and this Agreement, each Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined in Section 1.01(e) below) and in compliance with applicable Law (as defined in Section 4.12(a) below). The acceptance for payment of Shares pursuant to and subject to the conditions of the parties hereto agrees Offer is referred to use its reasonable best efforts in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to takein this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be takenprovided, to Merger Sub on or prior to the date of the Offer Closing funds necessary to purchase and pay for any and all actions Shares that are necessary, proper or advisable Merger Sub becomes obligated to consummate accept for payment and make effective purchase pursuant to the Offer, the Merger Offer and the other transactions contemplated by this Agreement. (c) The initial expiration date Parent and Merger Sub expressly reserve the right to waive any of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including Conditions other than the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or (which Minimum Condition may be waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance Merger Sub only with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company), Purchaser and to increase the Offer Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided that, unless otherwise expressly provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: : (i) decrease the Offer Price or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares of Seller Common Stock Shares sought pursuant to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer; Offer Conditions or amend any Offer Condition, (iiiv) otherwise waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (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 holders of Shares as and to the extent required by applicable Law. 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 that may be required by applicable Law or reasonably requested by Parent or Merger Sub to be set forth in the Offer Documents. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, 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 written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer except Documents (Aincluding any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.01(e) or as may be required by applicable law Law, the time and date to which the Offer has been so extended (including the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Section 1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (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 (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger 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 United States Securities and Exchange Commission (the “SEC”) SEC or the its staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant applicable to the Offer so as or necessary to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to resolve any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from of the SEC or its staff with respect applicable to the Offer Documents promptly after receipt thereof and prior to responding thereto, or the Offer Documents; provided that (A) in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined in Section 8.01(c) a reasonable opportunity below) and (B) in the case of clause (i), in the event that each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any then-effective Expiration Date and the Minimum Condition shall not have been satisfied as of such Expiration Date, then Merger Sub shall not in any event be required to provide comments on extend the Offer pursuant to clause (i) beyond the date that response is twenty (20) business days after such Expiration Date, but may in its sole discretion elect to which reasonable and good faith consideration do so, subject to Section 1.01(e)(A). Nothing in this Section 1.01(e) shall be given)deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If at any time the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the Effective Time, any information relating to acceptance for payment of Shares tendered in the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other partyMerger Sub shall, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer Merger Sub to, promptly return, and shall cause Purchaser any depository acting on behalf of Merger Sub to fulfill its obligations under this Agreementreturn, all tendered Shares to the registered holders thereof.

The Offer. (a) Provided that this Agreement Sub shall, and Purchaser shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredcause Sub to, as promptly as reasonably practicable (practicable, but in no event later than ten (10) Business Days) after the date of this AgreementDecember 2, Parent shall cause Purchaser to 1996, commence (within the meaning of Rule 14d-2 of under the Exchange Act) an offer to purchase for cash (the Offer "Offer") any and all of the Company's outstanding shares of common stock, par value $.01 per share (the "Shares" or the "Common Stock"), at a price not less than $19.09 per Share, net to the seller in cash (the "Offer Price"). Subject to The Offer shall have a scheduled expiration date 20 business days following the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser commencement thereof. The Sub shall, and Parent Purchaser shall cause Purchaser Sub to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, for all such shares of Seller Common Stock validly Shares tendered pursuant to the terms of the Offer and not withdrawn. (b) Upon the terms and as soon as such actions are permitted under applicable law, subject only to the conditions set forth in Annex A hereto and shall be made pursuant to an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger Agreement and the other transactions contemplated by this Agreement. (c) The initial conditions set forth in Annex A hereto. Sub shall not, and Purchaser shall not permit Sub to, decrease the Offer Price, extend the expiration date of the Offer shall be on beyond the 20th Business Day after twentieth business day following commencement thereof or otherwise amend any other condition of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under any manner adverse to the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all holders of the conditions to Shares without the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all prior written consent of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1Company; provided, however, that Purchaser Sub may extend the expiration date of the Offer if (i) one or more conditions set forth in Annex A hereto shall not be required satisfied or (ii) Purchaser reasonably determines, with the prior approval of the Company (such approval not to extend be unreasonably withheld or delayed) that such extension is necessary to comply with any legal or regulatory requirements relating to the Offer. Purchaser will not tender into the Offer beyond any Shares beneficially owned by it. The Company agrees that no Shares held by the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend Company or modify any term or condition Subsidiary of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought Company will be tendered pursuant to the Offer;. (iib) otherwise extend On the Expiration Date date of the Offer except (A) as required by applicable law (including for any period required by any rulecommencement of the Offer, regulation, interpretation or position of Purchaser and Sub shall file with the United States Securities and Exchange Commission (the “"SEC”") or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO 14D-1 with respect to the Offer which will include, as exhibits, an Offer to Purchase and a form of letter of transmittal and summary advertisement (together with all any amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “"Offer Documents”"), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing before they are filed with the SEC. In addition, Sub agrees to provide the Company and Parent and Purchaser shall give reasonable and good faith consideration to its counsel in writing with any comments made by Seller Purchaser, Sub or its counsel. Parent and Purchaser agree their counsel may receive from time to provide Seller with (i) any comments or other communications, whether written or oral, that may be received time from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsthereof. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to Acquisition Sub to, and Acquisition Sub shall, commence (within the meaning of Rule 14d-2 of under the Exchange Act) the Offer at as promptly as reasonably practicable after the Offer Price. Subject to the terms and conditions date of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser Acquisition Sub shall not be required to extend commence the Offer beyond on a particular date following the Outside Datedate of this Agreement if any of the conditions set forth in clauses “(a),” “(b),” “(c),” “(f)” and “(g)” of Annex I shall not be satisfied as of such date (treating references to the “Acceptance Time” in clauses “(a)” through “(c)” of Annex I as references to such date). Purchaser expressly reserves Without limiting the rightpreceding sentence, subject to compliance if the Company: (i) shall have reasonably cooperated with Parent in connection with the Exchange Act, to waive, amend or modify any term or condition Offer and the preparation of the Offer Documents (as defined in its sole discretionSection 1.2(e)), including by promptly providing any comments to Parent from the advisers to the Company and the advisers to the Special Committee; providedand (ii) shall be prepared to file with the SEC, howeverand to disseminate to holders of Company Securities, thatthe Schedule 14D-9 (as defined in Section 1.3(b)) on the date Parent files the Offer Documents with the SEC, without then Parent shall cause Acquisition Sub to, and Acquisition Sub shall, commence the prior written consent Offer within 10 business days after the date of Seller, Purchaser shall not: this Agreement. (i) change the form of consideration payable in The date on which Acquisition Sub commences the Offer, decrease within the Offer Price or decrease the number meaning of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer DocumentsCommencement Date.”) The Offer will be a single offer made concurrently in the United States and the Republic of Korea. (b) The obligation of Acquisition Sub to accept for payment (and the obligation of Parent to cause Acquisition Sub to accept for payment) Company Securities validly tendered (and not withdrawn) pursuant to the Offer shall be subject to: (i) the condition (the “Minimum Condition”) that there shall be validly tendered (and not withdrawn) both: (A) a number of Company Shares (including Company Shares underlying Company ADSs) that, together with any Company Shares (including Company Shares underlying Company ADSs) owned by Parent or Acquisition Sub immediately prior to the Acceptance Time and the New Shares to be issued pursuant to Section 1.1, represents more than 50% of the Outstanding Share Number (as defined below); and (B) at the election of Parent, all of the Company Securities owned, of record or beneficially, by each Person identified on Schedule 1.2(b) who executed an Agreement to Tender as of the date (and as set forth on the signature page) of such Agreement to Tender (regardless of whether or not such Agreement to Tender is in effect); and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.the

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Subject to the terms and none of the events conditions set forth in clause (iii) of the Tender Offer Conditions shall have occurredthis Agreement, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, but in no event later than seven (7) Business Days after the date of this Agreement, Merger Sub shall (and Parent shall cause Purchaser to Merger Sub to) commence (the Offer, within the meaning of Rule 14d-2 the applicable rules and regulations of the Exchange Act) the Offer SEC, to purchase any and all outstanding Shares at a price equal to the Offer Price. Subject The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment, and pay for, Shares tendered pursuant to the terms and conditions of this Agreement and Offer are subject only to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares each of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Annex A (the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement"Offer Conditions"). (cb) The initial expiration date of the Offer shall be on the 20th twentieth (20th) Business Day after following the commencement of the Offer (determined in accordance with using Exchange Act Rules 14d-1(g)(3) and 14d-2 under the Exchange Act14d-2) (the latest initial "Expiration Date," and any expiration time and date as the Offer, as it may be extended established pursuant to this Section 1.1(c)an authorized extension of the Offer as so extended, may expire shall be referred to as the “also an "Expiration Date”"). If Notwithstanding the foregoing, if, on the initial Expiration Date or prior to any then-scheduled subsequent Expiration Date, all of the conditions Offer Conditions have not been satisfied or waived, then Merger Sub shall, and Parent shall cause Merger Sub to, subject to the rights of the parties under Article 8, extend (and re-extend) the Offer and its Expiration Date beyond the initial Expiration Date or such subsequent Expiration Date; provided that any such extension shall be in increments determined by Merger Sub of not more than ten (10) Business Days. 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 Agreement), unless this Agreement is validly terminated in accordance with Article 8. In no event shall Merger Sub extend the Offer beyond the date that is five (5) Business Days prior to the Walk Away Date without the prior written consent of the Company in its sole discretion. Notwithstanding the foregoing, subject to the rights of the parties under Article 8, Merger Sub shall extend the Offer, and Parent shall cause Merger Sub to extend the Offer, for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by any other Law. (including c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the Minimum Condition funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall, and all other conditions Parent shall cause Merger Sub to, comply with the obligations respecting prompt payment and requirements set forth in Annex I) shall not have been satisfiedannouncement under the Exchange Act, or waived by Parent or Purchaser if permitted hereunderand, Purchaser without limiting the foregoing, Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer for periods of up to 10 Business Days each until as promptly as practicable following the earlier of later of: (xi) the earliest date on as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Minimum Condition has Offer and (ii) the earliest date as of which each of the Offer Conditions shall have been met satisfied or waived. (d) Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a "Subsequent Offering Period") following the Acceptance Time if (i) Merger Sub shall have complied with all of the conditions of Rule 14d-11 under the Exchange Act and requirements set forth in Annex I are satisfied (ii) at the commencement of any Subsequent Offering Period (or waived or (yextension thereof) the date on which this Agreement is terminated in accordance with Section 9.1number of Shares owned by Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing, including all Shares validly tendered and not properly withdrawn at the Acceptance Time) represent less than 90% of the then outstanding number of Shares; provided, however, that Purchaser if Merger Sub is required to exercise the Top-Up Option pursuant to Section 1.4(c), Merger Sub shall not be required permitted to extend provide for a Subsequent Offering Period. If immediately following the Offer beyond Acceptance Time, Parent, Merger Sub and their respective Subsidiaries own more than 70% but less than 90% of the Outside Date. Purchaser expressly reserves Shares outstanding at that time (which shall include (i) shares beneficially owned by Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition expiration of the Offer by Parent, Merger Sub or their respective Subsidiaries, as the case may be, and (ii) shares validly tendered in its sole discretionthe Offer and not properly withdrawn at the Acceptance Time), to the extent requested by the Company, Merger Sub shall provide for, and Parent shall cause Merger Sub to provide for, a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that if Merger Sub is required to exercise the Top-Up Option pursuant to Section 1.4(c), the Company shall not have the right to request Merger Sub to provide for a Subsequent Offering Period. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not properly withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price and/or to modify the other terms of the Offer, except that, without the prior written consent of Sellerthe Company, Purchaser Parent and Merger Sub shall notnot do any of the following: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease reduce the number of shares of Seller Common Stock sought pursuant Shares subject to the Offer; (ii) otherwise extend reduce the Expiration Date Offer Price; (iii) change or waive the Minimum Tender Condition; provided, however, that Parent and Merger Sub may, at their sole discretion, waive the Minimum Tender Condition to the extent (but only to the extent) that the number of Shares validly tendered (including by guaranteed delivery) and not properly withdrawn, together with any Shares beneficially owned by Parent or any Subsidiary of Parent, equals at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis on the date of purchase (where "on a fully diluted basis" means the sum of (a) the number of shares of Company Common Stock outstanding on the date of purchase, plus (b) the aggregate number of shares of Company Common Stock issuable upon the conversion, exercise or exchange of all securities issued by the Company or other rights issued or granted by the Company (other than the Rights) that, in each case are outstanding on the date of purchase and that, as of the date of purchase, are convertible into or exercisable or exchangeable for shares of Company Common Stock, excluding in each case any shares of Company Common Stock that are issuable upon the conversion, exercise or exchange of (x) any Convertible Note, (y) any Option that has an exercise price in excess of the Offer Price, or (z) any Option, Restricted Stock Unit or share of Restricted Stock that is not vested as of the date of purchase and would not be vested immediately after and giving effect to the consummation of the Offer); (iv) except as provided in Section 1.1(b), extend or otherwise change the Expiration Date, except (A) as required by applicable law Law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof), ) or (B) in connection with an increase in the consideration to be paid pursuant to of the Offer so as to comply with applicable rules and regulations of the SECPrice; (iiiv) waive or amend change the Minimum Conditionform of consideration payable in the Offer; (ivvi) impose any condition to the Offer not set forth in Annex Iother than the Offer Conditions; or (vvii) amend otherwise amend, modify or supplement any term of the Offer Conditions or the terms of the Offer in any manner materially adverse to holders of shares Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of Seller Common Stockthe Offer or prevent, materially delay or impair the ability of the Parent or Merger Sub to consummate the Offer, the Merger or the other Transactions. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (ef) On the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer which Statement shall (i) contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement (such Schedule TO and other ancillary the documents and instruments required thereby included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under being referred to as the Exchange Act, the “"Offer Documents”), ") and (ii) be in form reasonably satisfactory to the Company. The Company shall as promptly as practicable upon request of Parent, provide Parent and Merger Sub with all information concerning the Company and the Company Subsidiaries and Company stockholders that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to be disseminated comply in all material respects with the requirements of applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the Seller Stockholders as holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so necessary such that the Offer Documents shall do not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information . Each of Parent and Merger Sub shall promptly notify the other party, and an appropriate amendment take all steps necessary to amend or supplement describing such information shall the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the Seller Stockholdersholders of Shares, in each case as and to the extent required by applicable Law or U.S. federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents each time before they are filed with the SEC and/or disseminated to holders of Shares (and the Company and its counsel shall provide any applicable rules or regulations comments thereon as soon as reasonably practicable, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel). Parent and Merger Sub shall provide to the Company and its counsel copies of any stock exchange. Seller written comments or telephonic notification of any oral comments or other communications 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 or other communications, shall furnish consult with the Company and its counsel prior to responding to any such comments or other communications and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel, provided that Parent and Purchaser all information concerning Seller required by Merger Sub shall provide the Exchange Act Company and its counsel a reasonable opportunity to be set forth participate in the Offer Documentsresponse of Parent and Merger Sub to any such comments or other communications and to provide comments on that response (to which reasonable and good faith consideration shall be given by Parent and Merger Sub). (fg) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company in its sole discretion, except that in the event this Agreement is terminated pursuant to Section 8.1, Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, or cause Purchaser any depositary acting on behalf of Merger Sub to fulfill its obligations under return, all tendered Shares to the tendering stockholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock effected by the Company in accordance with the terms and conditions of this AgreementAgreement and occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not properly withdrawn in connection with the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof 8, and none that no event shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the events conditions set forth in clause (iii) of the Tender Offer Conditions shall have occurredAnnex A, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement5:30 p.m. Eastern Daylight Savings time on July 28, 2009, Parent shall cause Purchaser Merger Sub to commence, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act” )), the Offer. In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Exchange Act) Offer shall be exchanged for the Offer at right to receive from Merger Sub the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser toMerger Sub to accept for payment, promptly after and Merger Sub shall accept for payment, all Shares which have been validly tendered and not withdrawn pursuant to the Offer as soon as practicable following the Expiration Date. Notwithstanding the above, the obligation of Merger Sub to accept for payment payment, and pay for, after giving effect to any withholding tax, for all such shares of Seller Common Stock validly Shares tendered pursuant to the Offer shall be subject (x) to the condition that the number of Shares validly tendered and not withdrawn. (b) Upon withdrawn shall be at least the terms and subject minimum number of Shares required to the conditions set forth in approve this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date herein pursuant to the organizational documents of the Offer shall be on Company and the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) FBCA (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c“Minimum Condition” ), may expire shall be referred and (y) to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the other conditions set forth in Annex A. The conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex IA 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 the Agreement) shall not have been satisfied, giving rise to such condition or may be waived by Parent or Purchaser if permitted hereunderMerger Sub, Purchaser shall (in their sole discretion, in whole or in part at any time and Parent shall cause Purchaser to) extend from time to time, subject to the following sentence. Merger Sub expressly reserves the right to increase the amount of consideration payable in the Offer for periods and to waive any condition of up the Offer, except the Minimum Condition; provided that, Merger Sub, at its sole option, may waive such Minimum Condition (i) if the number of Shares validly tendered and not withdrawn shall be at least equal to 10 Business Days each until the earlier of difference between (x) the date on which minimum number of Shares required to approve this Agreement, the Minimum Condition has been met Merger and all the other transactions contemplated herein pursuant to the organizational documents of the conditions Company and requirements set forth in Annex I are satisfied or waived or the FBCA, less (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, number of Shares subject to compliance Support Agreements or (ii) with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company. The failure of Parent or Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Without the prior written consent of the Company, Purchaser Merger Sub shall not: (i) not decrease the amount of consideration payable in the Offer or change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock Shares sought pursuant to be purchased in the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant impose additional conditions to the Offer so as to comply with applicable rules and regulations of or reduce the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to time period during which the Offer not set forth in Annex I; or (v) amend shall remain open. The Company agrees that no Shares held by the Company or any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock Subsidiaries will be tendered in the Offer. (eb) On the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC a combined Schedule 13E-3 and Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto, the “Schedule TO”) with respect and related Offer to the Offer which shall contain or incorporate by reference the offer to purchase and forms Purchase, form of the related letter of transmittal, transmittal and summary advertisement and other ancillary Offer documents and instruments required thereby pursuant to which the Offer will be made (collectively with collectively, and including any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), ) and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders holders of Shares as and to the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Exchange ActCompany that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. Seller The Company hereby consents to the inclusion in the Offer Documents of all material disclosure relating to (i) the company financial advisor ▇▇▇▇▇ & Company LLC (including the amount of fees and other consideration that ▇▇▇▇▇ & Company LLC will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (ii) the financial advisor ▇▇▇▇▇▇▇ & Company (including the amount of fees and other consideration that ▇▇▇▇▇▇▇ & Company shall receive in connection with the opinion referred to in Section 4.20), (iii) the opinions of each of ▇▇▇▇▇ & Company LLC and ▇▇▇▇▇▇▇ & Company referred to in Section 4.20 and (iv) the information that formed the basis for rendering each of such opinions, subject to the approval of the form of such disclosure by ▇▇▇▇▇ & Company LLC and ▇▇▇▇▇▇▇ & Company, respectively, such approval not to be unreasonably withheld or delayed. Each of Parent, Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. Parent and Merger Sub shall use their 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 soon as reasonably practicable and as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to their filing each time before any such document is filed with the SEC, and Parent and Purchaser Merger Sub shall give reasonable and good faith consideration to any comments made by Seller or the Company and its counsel. Parent and Purchaser agree to Merger Sub shall provide Seller the Company and its counsel with (i) any written comments or other communications, whether written and shall inform them of any oral comments or oralother communications, that Parent, Merger Sub or their counsel may be received receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt thereof and prior to responding thereto, of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior . (c) Subject to the Effective Timeterms and conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the twentieth Business Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the date the Offer is commenced (the initial “Expiration Date,” and any information relating expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that Merger Sub shall: (i) from time to time extend the Offer for one or more periods of up to 20 Business Days each, the length of each such period to be determined by Merger Sub in its sole discretion, if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Condition and the conditions and requirements set forth in Annex A, shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, and (ii) 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. Merger Sub may, the Mergerfrom time to time, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to extend the Offer Documentsfor a period of no more than 20 days in the aggregate, so that if at the scheduled Expiration Date less than 80% of the number of Shares then outstanding less the number of shares held by persons subject to Support Agreements (the “Support Agreement Shares”) have been validly tendered and not withdrawn. Notwithstanding the above, in no event shall Merger Sub be required to, or shall Parent be required to cause Merger Sub to, extend the Offer Documents beyond the Outside Date (as hereinafter defined). In no event 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 Merger Sub extend the statements therein, in light Offer beyond the Outside Date without the consent of the circumstances Company. Parent and Merger Sub shall comply with the obligations respecting prompt payment and announcement under which they are madethe Exchange Act, not misleadingand, without limiting the party which discovers such information shall promptly notify generality of the other partyforegoing, Merger Sub shall, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to Merger Sub to, accept for payment, and pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase for, all Shares validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of such Shares for payment pursuant to the terms and shall cause Purchaser subject to fulfill its obligations under the conditions of the Offer and this Agreement. This paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or Merger Sub to terminate this Agreement pursuant to Article VIII.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 7.1 and so long as none of the events set forth in clause (iii) of the Tender Offer Conditions on Annex A shall have occurredoccurred and be continuing, as promptly as reasonably practicable (but and in no any event later than ten (10) within 10 Business Days) Days after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)hereof, Purchaser shall, and Parent shall cause Purchaser to, promptly after as the Expiration Datefirst step in completing the Merger, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), an offer (the "Offer") to purchase all shares of the issued and outstanding Company Common Stock together with the associated rights issued pursuant to the Rights Plan (as defined herein) (the "Company Rights") for the Offer Price, subject only to the conditions set forth in Annex A hereto; provided, however, that Parent may designate another wholly owned, direct subsidiary of Parent as the bidder (within the meaning of Rule 14d-1(g)(2) under the Exchange Act) in the Offer, in which case reference herein to Purchaser shall be deemed to apply to such subsidiary, as appropriate. Except where the context otherwise requires, all references herein to Shares or Company Common Stock shall include the associated Company Rights. The Company shall not tender Shares held by it or by any of its subsidiaries pursuant to the Offer. The Purchaser shall, and Parent shall cause the Purchaser to, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for, after giving effect for Shares tendered as soon as it is legally permitted to do so under applicable law and regulations. The obligations of the Purchaser to consummate the Offer and to accept for payment and to pay for any withholding tax, all such shares of Seller Common Stock Shares validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn. (b) Upon the terms and withdrawn shall be subject only to the conditions set forth in this AgreementAnnex A hereto. Notwithstanding anything to the contrary set forth herein, each no certificates or scrip representing fractional shares of the parties hereto agrees to use its reasonable best efforts to take, or cause to Parent Common Stock shall be taken, all actions that are necessary, proper or advisable to consummate and make effective issued in connection with the Offer, and in lieu thereof each tendering stockholder who would otherwise be entitled to a fractional share of Parent Common Stock in the Merger and Offer (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) will be paid an amount in cash (rounded up to the other transactions contemplated nearest whole cent) equal to the product obtained by this Agreementmultiplying (x) the fractional share interest to which such stockholder would otherwise be entitled by (y) the closing price for a share of Parent Common Stock as reported on the New York Stock Exchange, Inc. (as reported in The Wall Street Journal) on the Acceptance Date. (cb) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the conditions set forth in Annex A hereto and providing for an initial expiration date (the "Expiration Date") of the Offer shall be on the 20th twenty Business Day after commencement of the Offer Days (determined as defined in accordance with Rules 14d-1(g)(3) and 14d-2 Rule 14d-1 under the Exchange Act) (from the latest time and date as of commencement of the Offer. Without the prior written consent of the Company, as it may Purchaser shall not, and Parent shall cause the Purchaser not to, decrease the Offer Price, change the form of consideration to be extended pursuant to this Section 1.1(c)paid, may expire shall be referred to as decrease the “Expiration Date”). If on or prior to any then-scheduled Expiration Datenumber of Shares sought, all of amend the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfiedA or impose conditions to the Offer in addition to those set forth in Annex A. Notwithstanding the foregoing, or waived by Parent or Purchaser if permitted hereunderwithout the consent of the Company, the Purchaser shall (be entitled to and shall, and Parent shall cause the Purchaser to) , extend the Offer at any time for the shortest time periods of up that it reasonably believes are necessary, if at the initial Expiration Date, or any extension thereof, any condition to the Offer is not satisfied or waived, provided that (i) no single extension shall exceed 10 Business Days each until the earlier of and (xii) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside DateDate (as defined herein). Notwithstanding the foregoing, Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, thatmay, without the prior written consent of Sellerthe Company, Purchaser shall not: (i) change extend the form Offer for one or more periods of consideration payable not more than 10 Business Days as required by any rule or regulation of the SEC applicable to the Offer and (ii) if the Minimum Condition (as defined herein) has been met but less than 90% of the outstanding Shares on a fully-diluted basis (as defined in Annex A) shall have been validly tendered pursuant to the OfferOffer and not withdrawn as of the scheduled or extended expiration date, decrease extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act for an aggregate period of not more than 20 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) of this sentence. In addition, the Offer Price or decrease may be increased and the number of shares of Seller Common Stock sought pursuant Offer may be extended to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as extent required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “"SEC”) or the staff thereof), or (B") in connection with an such increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, each case without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the OfferCompany. (ec) On As soon as practicable after the date of this Agreement, Parent shall prepare and file with the SEC under the Securities Act of 1933, as amended, and the SEC's rules and regulations promulgated thereunder (the "Securities Act") a registration statement on Form S-4 (the "Registration Statement") to register the offer and sale of Parent Common Stock pursuant to the Offer. The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) promulgated under the Exchange Act. The Company shall provide Parent and the Purchaser all information reasonably requested by Parent or the Purchaser for inclusion in the Offer Documents (as defined herein) and any exhibits or annexes thereto. As soon as practicable, but not later than the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer Offer, which shall will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, such Schedule TO and all applicable federal securities laws, and will contain or incorporate by reference all or part of the offer to purchase Registration Statement and forms the form of the related letter of transmittaltransmittal (such documents, summary advertisement together with the preliminary or final prospectus included in the Registration Statement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under collectively the Exchange Act, the “"Offer Documents”), ") and (ii) cause the Offer Documents to be disseminated to holders of Shares. Parent and the Seller Stockholders as Company each agree promptly to correct any information provided by it for use in the Registration Statement or the Offer Documents if and to the extent required by the Exchange Actthat it shall be, or shall have become false or misleading in any material respect. Seller and its counsel shall be given a reasonable opportunity Parent agrees to review and comment on take all steps necessary to cause the Offer Documents prior as so corrected to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and to be disseminated to the Seller Stockholdersholders of Shares, in each case as and to the extent required by applicable Law or any applicable rules or regulations federal securities laws. Parent shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after its filing and to maintain such effectiveness for so long as shall be required for the issuance of any stock exchangeParent Common Stock pursuant to the Offer. Seller Following the time the Registration Statement is declared effective, Parent shall furnish file the final prospectus included therein under Rule 424(b) promulgated pursuant to the Securities Act. (d) Parent shall include as exhibits to the Registration Statement tax opinions of Dechert and Gibson Dunn & Crutcher LLP, in form and substance reasonably satisfact▇▇▇ ▇▇ ▇▇▇▇nt ▇▇▇ ▇▇ ▇he Company, on the basis of customary facts, representations, warranties and covenants of Parent, the Purchaser all information concerning Seller required by and the Exchange Act to be Company and assumptions set forth in such opinions (including, without limitation assumptions that (i) the Offer Documents. (f) Parent shall provide or cause to Minimum Condition will be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.satisfied and

The Offer. (a) Provided Subject to the terms and conditions set forth in this Agreement, provided that this Agreement shall not have been terminated in accordance with Article IX hereof 8 and none of the events set forth in clause (iii) paragraphs 1 and 2 of the Tender Offer Conditions Annex A hereto shall have occurred, as promptly as reasonably practicable (after the date of this Agreement, but in no event later than ten (10) Business Days) Days after the date of this Agreement, Merger Sub shall (and Parent shall cause Purchaser to Merger Sub to) commence (the Offer, within the meaning of Rule 14d-2 the applicable rules and regulations of the Exchange Act) the Offer SEC, to purchase any and all outstanding Shares at a price per Share equal to the Offer Price. Subject The obligations of Merger Sub to, and of Parent to cause Merger Sub to, purchase, accept for payment, and pay for, Shares tendered pursuant to the terms and conditions of this Agreement and Offer are subject only to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares each of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of Annex A (the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement“Offer Conditions”). (cb) The initial expiration date of the Offer shall be on the 20th date that is the twentieth (20th) Business Day after following the commencement of the Offer (determined in accordance with using Exchange Act Rules 14d-1(g)(3) and 14d-2 under the Exchange Act14d-2) (such date being the latest initial “Expiration Date,” and any expiration time and date as the Offer, as it may be extended established pursuant to this Section 1.1(c)an authorized extension of the Offer as so extended, may expire shall be referred to as the also an “Expiration Date”). If Notwithstanding the foregoing, unless the Offer is terminated in accordance with Article 8, if, on the initial Expiration Date or prior to any then-scheduled subsequent Expiration Date, all of the conditions Offer Conditions have not been satisfied or waived, then Merger Sub shall, and Parent shall cause Merger Sub to, subject to the rights of the parties under Article 8, extend (and re-extend) the Offer and its Expiration Date beyond the initial Expiration Date or such subsequent Expiration Date; provided that any such extension shall be in increments determined by Merger Sub of not more than ten (10) Business Days. 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 Agreement), unless this Agreement is validly terminated in accordance with Article 8. In no event shall Merger Sub extend the Offer beyond the date that is five (5) Business Days prior to the Walk Away Date without the prior written consent of the Company in its sole discretion. Notwithstanding the foregoing, subject to the rights of the parties under Article 8, Merger Sub shall extend the Offer, and Parent shall cause Merger Sub to extend the Offer, for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by any other Law. (including c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the Minimum Condition funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer. Merger Sub shall, and all other conditions Parent shall cause Merger Sub to, comply with the obligations respecting prompt payment and requirements set forth in Annex I) shall not have been satisfiedannouncement under the Exchange Act, or waived by Parent or Purchaser if permitted hereunderand, Purchaser without limiting the foregoing, Merger Sub shall (and Parent shall cause Purchaser Merger Sub to) extend accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer for periods of up to 10 Business Days each until as promptly as practicable following the earlier of later of: (xi) the earliest date on as of which Merger Sub is permitted under applicable Law to accept for payment Shares tendered pursuant to the Minimum Condition has Offer and (ii) the earliest date as of which each of the Offer Conditions shall have been met satisfied or waived. (d) Merger Sub may, in its discretion, elect to provide for a subsequent offering period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act (each a “Subsequent Offering Period”) following the Acceptance Time if (i) Merger Sub shall have complied with all of the conditions of Rule 14d-11 under the Exchange Act and requirements set forth in Annex I are satisfied (ii) at the commencement of any Subsequent Offering Period (or waived or (yextension thereof) the date number of Shares owned by Parent, Merger Sub and their respective Subsidiaries (including any Shares beneficially owned by any of the foregoing, including all Shares validly tendered and not properly withdrawn at the Acceptance Time) represent less than 90% of the then outstanding number of Shares on which this Agreement is terminated in accordance with Section 9.1a Fully Diluted Basis; provided, however, that Purchaser if Merger Sub is required to exercise the Top-Up Option and the Company delivers the Top-Up Option Shares upon such exercise pursuant to Section 1.4(c), Merger Sub shall not be required permitted to extend provide for a Subsequent Offering Period. If immediately following the Offer beyond Acceptance Time, Parent, Merger Sub and their respective Subsidiaries own more than 70% but less than 90% of the Outside Date. Purchaser expressly reserves Shares outstanding on a Fully-Diluted Basis at that time (which shall include (i) Shares beneficially owned by Parent, Merger Sub and their respective Subsidiaries, which Shares shall be converted into direct ownership at or prior to the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition expiration of the Offer by Parent, Merger Sub or their respective Subsidiaries, as the case may be, and (ii) Shares validly tendered in its sole discretionthe Offer and not properly withdrawn at the Acceptance Time), upon the request of the Company (which may only be made once), Merger Sub shall provide for, and Parent shall cause Merger Sub to provide for, a Subsequent Offering Period of at least ten (10) Business Days; provided, however, that if Merger Sub is required to exercise the Top-Up Option and the Company delivers the Top-Up Option Shares upon such exercise pursuant to Section 1.4(c), the Company shall not have the right to request Merger Sub to provide for a Subsequent Offering Period. Subject to the terms and conditions set forth in this Agreement and the Offer, Parent shall cause Merger Sub to, and Merger Sub shall, accept for payment and pay for all Shares validly tendered and not properly withdrawn during such Subsequent Offering Period as promptly as practicable after any such Shares are tendered during any Subsequent Offering Period and in any event in compliance with Rule 14d-11(c) promulgated under the Exchange Act. (e) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price and/or to modify the other terms of the Offer, except that, without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not, and Parent shall not permit Merger Sub to, do any of the following: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease reduce the number of shares of Seller Common Stock sought pursuant Shares subject to the Offer; (ii) reduce the Offer Price; (iii) amend, change or waive the Minimum Tender Condition; (iv) except as expressly provided in Section 1.1(b), extend or otherwise extend change the Expiration Date of the Offer Date, except (A) as required by applicable law Law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) SEC or the staff thereof), ) or (B) in connection with an increase in the consideration to be paid pursuant to of the Offer so as to comply with applicable rules and regulations of the SECPrice; (iiiv) waive or amend change the Minimum Conditionform of consideration payable in the Offer; (ivvi) impose any condition to the Offer not set forth in Annex Iother than the Offer Conditions; or (vvii) amend otherwise amend, modify or supplement any term of the Offer Conditions or the terms of the Offer in any manner materially adverse to holders of shares Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of Seller Common Stockthe Offer or prevent, materially delay or impair the ability of the Parent or Merger Sub to consummate the Offer, the Merger or the Transactions. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (ef) On the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer which Statement shall (i) contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, transmittal and summary advertisement and such other ancillary information or documents as required by Law (such Schedule TO and instruments required thereby the documents included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, being referred to as the “Offer Documents”), ) and (ii) be in form reasonably satisfactory to the Company. The Company shall as promptly as practicable upon request of Parent, provide Parent and Merger Sub with all information concerning the Company that is required to be included in the Offer Documents. Parent and Merger Sub shall cause the Offer Documents to be disseminated comply in all material respects with the requirements of applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the Seller Stockholders as holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no covenant is made by Parent or Merger Sub with respect to information supplied by the Company in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so necessary such that the Offer Documents shall do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information . Each of Parent and Merger Sub shall promptly notify the other party, and an appropriate amendment take all steps necessary to amend or supplement describing such information shall the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the Seller Stockholdersholders of Shares, in each case as and to the extent required by applicable Law or U.S. federal securities Laws. The Company and its counsel shall be afforded a reasonable opportunity to review and comment upon the Offer Documents each time before they are filed with the SEC and/or disseminated to holders of Shares (and the Company and its counsel shall provide any applicable rules or regulations comments thereon as soon as reasonably practicable, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel). Parent and Merger Sub shall provide to the Company and its counsel copies of any stock exchange. Seller written comments or telephonic notification of any oral comments or other communications 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 or other communications, shall furnish consult with the Company and its counsel prior to responding to any such comments or other communications, and shall provide the Company with copies of all written responses and telephonic notification of any oral responses thereto of Parent or Merger Sub or their counsel, provided that Parent and Purchaser all information concerning Seller required by Merger Sub shall provide the Exchange Act Company and its counsel a reasonable opportunity to be set forth participate in the Offer Documentsresponse of Parent and Merger Sub to any such comments or other communications and to provide comments on that response (to which reasonable and good faith consideration shall be given by Parent and Merger Sub). (fg) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase Unless this Agreement is terminated pursuant to Section 8.1, neither Parent nor Merger Sub shall terminate or withdraw the Offer without the prior written consent of the Company in its sole discretion. In the event this Agreement is terminated pursuant to Section 8.1A, Merger Sub shall promptly (and in any event within one (1) Business Day) following such termination irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the purchase of Shares in the Offer, Merger Sub shall promptly return, or cause Purchaser any depositary acting on behalf of Merger Sub to fulfill its obligations under return, all tendered Shares to the tendering shareholders. (h) The Offer Price shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock effected by the Company in accordance with the terms and conditions of this Agreement, and, in particular, in accordance with the limitations set forth in Section 5.1(b)(vi), and occurring (or for which a record date is established) after the date of this Agreement and prior to the payment by Merger Sub for the Shares validly tendered and not properly withdrawn in connection with the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof VIII, upon the terms and none subject to the conditions of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredthis Agreement, as promptly soon as reasonably practicable (but in no event later than ten (10) Business Days) business days after the date initial public announcement of the execution and delivery of this Agreement), Merger Sub shall, and Parent shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, irrevocably deposit all requisite funds with the Paying Agent and pay for, all shares of Company Stock validly tendered and not validly withdrawn pursuant to the Offer Price. Subject to the terms and conditions of this Agreement and are subject only to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in Exhibit A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement, each of the parties hereto agrees ) and not to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the any other transactions contemplated by this Agreementconditions. (c) The initial expiration date of Subject to the terms and conditions set forth in the Offer Documents, the Offer shall be remain open until 11:59 p.m., New York City time, on the 20th Business Day after business day following the commencement of the Offer (determined calculated in accordance with Rules Rule 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest “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, Section 1.1(d) or as may be required by applicable Law, the time and date as to which the Offer, as it may be Offer has been so extended pursuant (the Initial Expiration Date or such later time and date to this which the Offer has been extended in accordance with Section 1.1(c1.1(d), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (Merger Sub and Parent shall cause Purchaser to) extend expressly reserve the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, right to waive, amend in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, or to modify any term or condition the terms of the Offer in its sole discretion; providedOffer, however, except that, without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not: , and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Stock subject to the Offer, (ii) reduce the Common Offer Price, Series A Offer Price, Series B Offer Price or Series C-1 Offer Price, (iii) waive, amend or modify the Minimum Tender Condition, (iv) impose any additions to the Offer Conditions or amend, modify or supplement any of the Offer Conditions in any manner adverse to the holders of Company Stock, (v) except as otherwise provided in this Section 1.1, terminate, extend or otherwise amend or modify the Expiration Date or time of, the Offer, (vi) change the all-cash form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (iivii) otherwise extend amend, modify or supplement any of the Expiration Date terms of the Offer except in any manner adverse to the holders of Company Stock. (d) Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (A) extend the Offer for one or more consecutive increments of not more than five business days each (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as required by applicable law the parties may agree, if at the scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived and (including B) extend the Offer for any the minimum period required by any rule, regulation, regulation or interpretation or position of the United States U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof)thereof applicable to the Offer; provided that under no circumstance shall Merger Sub be required to extend the Offer beyond the Outside Date. Upon the terms and subject to the conditions of the Offer and this Agreement, or (B) in connection Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, irrevocably deposit all requisite funds with an increase in the consideration Paying Agent and pay for, all shares of Company Stock validly tendered and not theretofore validly withdrawn pursuant to be paid the Offer, such that Merger Sub becomes irrevocably obligated to purchase pursuant to the Offer so all such shares on or as promptly as practicable after the Expiration Date. The time at which Merger Sub first accepts for payment the shares of Company Stock validly tendered and not validly withdrawn in the Offer is hereinafter referred to comply as the “Acceptance Time.” The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended in accordance with applicable rules and regulations of this Section 1.1(d)), unless this Agreement is validly terminated in accordance with Section 8.1. If the SEC; (iii) waive Offer is terminated or amend the Minimum Condition; (iv) impose any condition withdrawn by Merger Sub to the Offer not extent permitted by this Agreement, or this Agreement is terminated in accordance with Section 8.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to promptly return, all tendered shares of Company Stock to the registered holders thereof. Nothing contained in this Section 1.1 shall affect any termination rights set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the OfferSection 8.1. (e) On As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC in accordance with Rule 14d-3 under the Exchange Act a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer Offer, which shall contain or or, as permitted, incorporate by reference the reference, an offer to purchase and forms of the related letter of transmittal, summary advertisement advertisement, notices to brokers, clients and dealers, and all other ancillary Offer documents (such Schedule TO and instruments required thereby all such documents included therein or, as permitted, incorporated by reference therein, pursuant to which the Offer will be made (collectively made, together with any supplements all supplements, amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), ) and (ii) cause shall disseminate the appropriate Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Actholders of Company Stock. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information The Company shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser Merger Sub all information concerning Seller the Company and the holders of Company Stock required by the Exchange Act to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(e), including communication of the Offer to the record and beneficial holders of Company Stock. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and each of Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and (i) to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the holders of Company Stock, in each case as and to the extent required by applicable Federal securities Laws and (ii) to cause the Offer Documents, as amended or supplemented, to comply as to form in all material respects with the requirements of the Exchange Act, the applicable rules and regulations of NASDAQ and all other applicable Laws. 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 Stock, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents, and Parent and Merger Sub shall give reasonable and good faith consideration to all comments made by the Company or its counsel. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of all written comments, and shall promptly inform the Company and its counsel of all oral comments, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents, and prior to responding to any comments of the SEC or its staff with respect to the Offer Documents, give reasonable and good faith consideration to all comments made by the Company or its counsel, and to participate in any substantive telephonic communications with the staff of the SEC related thereto. (f) Parent shall provide or cause to be provided to Purchaser Merger Sub promptly (and, in any case, on a sufficiently timely basis to enable Merger Sub to comply with the provisions of Section 1.1(d)) all funds necessary to pay for any purchase the shares of Seller Common Company Stock that Purchaser Merger Sub has accepted for payment and irrevocably becomes obligated to purchase pursuant to the Offer. (g) Parent and Merger Sub shall be entitled to deduct and withhold from the consideration payable to any holder of shares of Company Stock pursuant to the Offer such amounts as Parent or Merger Sub are required to deduct and withhold in respect of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of state, local or foreign Tax Law. Amounts so withheld and paid to the appropriate taxing authority shall cause Purchaser be treated for all purposes of this Agreement and the Offer as having been paid to fulfill its obligations under this Agreementthe holder of Company Stock in respect of which such deduction or withholding was made.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions Annex A hereto shall have occurredoccurred or be existing, Subsidiary, as promptly as practicable, but in any event within five business days of the public announcement of this Plan of Merger, shall commence a tender offer (the "Offer") for all outstanding Shares at a price of $5.00 per Share, net to the seller in cash. Assuming the prior satisfaction or waiver of the conditions to the Offer set forth in Annex A hereto, Subsidiary will accept for payment all Shares validly tendered pursuant to the Offer, and not withdrawn, as soon as legally permissible and shall pay for all such Shares as soon as practicable thereafter. The Offer initially shall expire on the twentieth business day after its commencement; provided, however, that Subsidiary may, without the consent of Target, (i) extend the Offer (on one or more occasions) beyond the scheduled expiration date if at any such date any of the conditions to Subsidiary's obligation to purchase Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived, or (ii) extend the Offer to the extent required by any rule or regulation of the Securities and Exchange Commission (the "Commission"); provided further that, notwithstanding anything in the foregoing proviso to the contrary, Subsidiary may not, without Target's prior written consent, (A) extend the expiration date of the Offer if the failure to meet any condition to the Offer was directly or indirectly caused by an act or omission of Acquirer or Subsidiary or (B) effect any individual extension under clause (i) in excess of the amount of time reasonably practicable (but believed by Acquirer to be necessary to satisfy such condition, which shall in no event later than ten exceed 10 business days; provided further that if Subsidiary does not consummate the Offer on the initial expiration date, or any extension thereof, due to the failure of one or more conditions in any of paragraphs (10a), (b), (c) Business Daysor (e) of Annex A to be satisfied, Acquirer shall cause Subsidiary to, and Subsidiary shall, unless Target shall have materially breached this Plan of Merger and failed to cure such breach within 15 days of being notified thereof in writing, extend the Offer one or more times until the earlier of (i) 11:59 p.m. New York City time on the 60th calendar day after the date of this Agreement, Parent Plan of Merger or (ii) 2 business days after such time as such condition or conditions are satisfied or waived; provided further that Subsidiary shall cause Purchaser not be obligated to commence (within the meaning of Rule 14d-2 of the Exchange Act) extend the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the foregoing proviso if the condition that has not been satisfied is not reasonably capable of being cured or satisfied at or prior to the 60th calendar day after the date of this Plan of Merger. Without the prior written consent of Target, Subsidiary will not decrease the price per Share, decrease the number of Shares being sought in the Offer, change the form of consideration payable in the Offer and not withdrawn. (b) Upon other than by adding consideration), add additional conditions to the Offer, or, subject to the rights to extend the Offer as set forth above, make any other change in the terms and of the Offer which is adverse to the holders of Shares. It is agreed that the Offer will be subject only to the conditions set forth in this AgreementAnnex A hereto, each which are for the benefit of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate Subsidiary and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, asserted or waived by Parent Subsidiary in whole or Purchaser if permitted hereunderin part at any time and from time to time, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, that Subsidiary may not waive the Minimum Condition (as defined in Annex A hereto) so as to acquire less than a majority of the outstanding Shares without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) Target. As soon as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On practicable on the date of commencement of the Offer, Parent Acquirer and Purchaser Subsidiary shall (i) file or cause to be filed with the SEC Commission a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) 14D-1 with respect to the Offer (the "Schedule 14D-1"), which shall will contain or incorporate by reference the offer to purchase and forms form of the related letter of transmittal, summary advertisement . Acquirer and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller Subsidiary shall give Target and its counsel shall be given a reasonable the opportunity to review the Schedule 14D-1 and comment on the Offer Documents any amendments or supplements thereto prior to their filing being filed with the SECCommission. Subsidiary may, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior time, transfer or assign to one or more corporations directly or indirectly wholly owned by Acquirer the Effective Time, right to purchase all or any information relating portion of the Shares tendered pursuant to the Offer, the Merger, Seller, Parent, Purchaser but any such transfer or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents assignment shall not contain any untrue statement relieve Subsidiary of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreementthe Offer or prejudice the rights of tendering shareholders to receive payment for Shares properly tendered and accepted for payment.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof VIII and none of the events set forth in clause paragraph (iiig) of the Tender Offer Conditions Exhibit A shall exist or have occurredoccurred and be continuing, as promptly as reasonably practicable (but practicable, and in any event no event later than ten (10) Business Days) the later of the 10th calendar day after the date of this Agreementhereof and November 5, 2015 Merger Sub shall, and Parent shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I 1934, as amended (including the Minimum Conditionrules and regulations promulgated thereunder, the “Exchange Act”), Purchaser shall, and Parent shall cause Purchaser to, promptly after ) the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawnOffer. (b) Upon In the Offer, each Share accepted by Merger Sub in accordance with the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees Offer shall be exchanged for the right to use its reasonable best efforts receive $1.00 in cash, without interest and subject to take, any withholding of Taxes required by applicable Law (such amount for each Share or cause such higher price per Share that may be paid pursuant to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement“Share Consideration”). (c) The initial expiration date In the Offer, each Public Warrant accepted by Merger Sub in accordance with the terms and subject to the conditions of the Offer shall be on exchanged for the 20th Business Day after commencement right to receive $0.02 in cash, without interest and subject to any withholding of the Offer Taxes required by applicable Law (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as such amount for each Public Warrant or such higher price per Public Warrant that may be paid pursuant to the Offer, as it may be extended the “Public Warrant Consideration”). (d) [Intentionally Omitted.] (e) The obligations of Merger Sub, and of Parent to cause Merger Sub, to accept for payment and pay for any Shares or Public Warrants tendered pursuant to this Section 1.1(c), may expire the Offer shall be referred subject to as the “Expiration Date”). If on satisfaction by the Company or prior to any then-scheduled Expiration Date, all waiver by Merger Sub of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex IExhibit A hereto (the “Offer Conditions”) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met terms and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Datehereof. Purchaser Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, howeverto waive any Offer Condition or to modify the terms or conditions of the Offer, except that, without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not: not (i) reduce the Share Consideration, (ii) change the form of consideration payable in the OfferOffer (other than by adding consideration pursuant to Section 6.2(e)), decrease the Offer Price or decrease (iii) reduce the number of shares of Seller Common Stock sought pursuant Shares subject to the Offer; , (iiiv) otherwise waive or change the Minimum Share Condition, (v) add to the Offer Conditions, (vi) extend the Expiration Date expiration of the Offer except as required or permitted by Section 1.1(f), or (vii) otherwise modify any Offer Condition or any term of the Offer set forth in this Agreement in a manner adverse to the holders of Shares. (f) The Offer shall expire in accordance with its terms on the date that is 20 Business Days after the commencement of the Offer, except as may otherwise be required by applicable Law; provided, however, that Merger Sub may (but shall not be obligated to), without the consent of the Company, extend the Offer (i) if at the scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, for one or more successive periods of up to 20 Business Days per extension until the earlier to occur of (A) as required by applicable law the date such Offer Conditions are satisfied or waived or (including B) January 31, 2016 (the “Outside Date”) or (ii) for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), thereof or (B) in connection with an increase in the consideration rules of NASDAQ applicable to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (eg) On Subject to the date of commencement terms of the Offer, Parent Offer and Purchaser shall (i) file this Agreement and the satisfaction or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with waiver by Merger Sub of all amendments and supplements thereto, the “Schedule TO”) with respect to of the Offer which shall contain or incorporate by reference the offer to purchase Conditions, Merger Sub will accept for payment and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase all Shares and Public Warrants validly tendered and not validly withdrawn pursuant to the Offer and shall cause Purchaser as soon as practicable after the expiration date thereof (as the same may be extended or required to fulfill its obligations under this Agreementbe extended).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX VIII hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions Annex A shall have occurredoccurred and be existing, as promptly as reasonably practicable (but in no event later than the later of (i) ten (10) Business Days) business days after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 a public announcement of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions execution of this Agreement and to (ii) the satisfaction or waiver first business day following the filing by the Company with the United States Securities and Exchange Commission (the "SEC") of its Annual Report on Form 10-K for the Tender Offer Conditions set forth in Annex I Fiscal Year Ended December 31, 1999 (including the Minimum Condition"1999 10-K")), Purchaser shall, and Parent shall cause Purchaser to, promptly after commence (within the Expiration Datemeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer at the Offer Price. Subject only to the conditions set forth in Annex A hereto, Purchaser shall, and Parent shall cause Purchaser to, accept for payment and pay for, after giving effect to any withholding tax, for all such shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn. prior to its expiration date. The Offer shall be made by means of an offer to purchase (bthe "Offer to Purchase") Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside DateA hereto. Purchaser expressly reserves the right, subject right to compliance with the Exchange Act, waive any conditions to waive, amend or modify any term or condition of the Offer and to make any change in its sole discretion; providedthe terms or conditions to the Offer, howeverprovided that, thatexcept as provided in Section 1.1(d), Purchaser shall not, without the prior written consent of Sellerthe Company, Purchaser shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares of Seller Common Stock Shares sought pursuant to be purchased in the Offer; , (iiiii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant impose conditions to the Offer so as in addition to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not those set forth in Annex I; or A, (iv) amend any condition of the Offer set forth in Annex A, or (v) amend any term or waive satisfaction of the Offer Minimum Condition (as defined in any manner materially adverse Annex A hereto). Purchaser shall on the terms and subject to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 prior satisfaction or waiver of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement conditions of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits theretoaccept for payment, and all deliveriespay for, mailings and telephonic notices required by Rule 14d-3 Shares tendered as soon as it is legally permitted to do so under applicable law, subject to Section 1.1(d) (the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given"Acceptance Date"). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to accept for payment, and pay for for, any shares of Seller Common Stock Shares that Purchaser becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunderARTICLE VII, Purchaser shall (and Parent shall cause Purchaser to) extend 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 for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and purchase all of the Shares at the Offer Price as promptly as reasonably practicable after the date of this Agreement, but in no event later than seven (7) Business Days after the initial public announcement of the execution of this Agreement (which initial public announcement shall occur no later than the first (1st) Business Day following execution and delivery of this Agreement). The obligations of Purchaser to accept for payment, and pay for, any Shares tendered pursuant to the Offer are subject to the conditions and requirements set forth in Annex I are satisfied or waived or A (ythe “Offer Conditions”). The Offer shall initially expire at 9:00 a.m. (New York City time) on the date on that is twenty-one (21) Business Days following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated 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 Agreement, is terminated referred to as the “Expiration Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer as set forth in accordance with Section 9.1this Agreement, including the Offer Conditions. Parent and Purchaser expressly reserve the right to waive, in whole or in part, any Offer Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise provided by this Agreement or as previously approved in writing by the Company, Purchaser shall not be required to extend (i) decrease the Offer beyond the Outside Date. Purchaser expressly reserves the rightPrice, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (iii) change the form of consideration payable to be paid in the Offer, decrease (iii) reduce the Offer Price or decrease the maximum number of shares of Seller Common Stock sought pursuant Shares subject to the Offer;, (iv) impose conditions to the Offer in addition to the conditions set forth in Annex A hereto or modify or change any Offer Condition in a manner adverse in any material respect, to any Company’s stockholders, (v) change, modify or waive the Minimum Condition, (vi) except as otherwise provided in this Section 1.1, extend or otherwise change the expiration date of the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in a manner adverse in any material respect to any Company’s stockholders or (viii) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (b) Notwithstanding the foregoing Section 1.1(a)(vi), Purchaser shall (i) if requested in writing by the Company at least one (1) Business Day prior to the applicable Expiration Time, extend the Offer beyond the then-scheduled Expiration Time for periods of five (5) Business Days on each such occasion if any Offer Condition has not been satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties’ respective rights to terminate this Agreement pursuant to ARTICLE VII; provided, that that the Company can only request two (2) such extensions if the Offer Condition that has not been satisfied is the Minimum Condition and (ii) otherwise extend the Expiration Date of the Offer except for (Ax) as required by applicable law (including for any period required by any rule, regulation, regulation or interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof or The NASDAQ Stock Market LLC (“NASDAQ”) applicable to the Offer and (y) periods of up to five (5) Business Days per extension until any waiting period (and any extension thereof)) applicable to the consummation of the Offer under the HSR Act or any foreign antitrust or competition related Laws shall have expired or been terminated; provided, however, in each case, that in no event shall Purchaser (1) be required to extend the Offer (A) beyond March 18, 2014 (the “Walk-Away Date”) or (B) in connection with an increase in at any time following the consideration to be paid valid termination of this Agreement pursuant to ARTICLE VII and (2) be permitted to extend the Offer so as to comply with applicable rules and regulations beyond the Walk-Away Date without the prior written consent of the SEC;Company. (iiic) waive Notwithstanding the foregoing Section 1.1(a)(vi) and Section 1.1(b), Purchaser may, in its sole discretion, extend the Offer beyond the Initial Expiration Time for periods of five (5) Business Days on each such occasion; if, on or amend prior to any then-scheduled Expiration Time, any of the Minimum Condition; (iv) impose any condition conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the Offer not set forth extent permitted by this Agreement, waived, subject, however, to the parties’ respective rights to terminate this Agreement pursuant to ARTICLE VII, provided, however, that in Annex I; or no event shall Purchaser (v1) amend any term of be required to extend the Offer in (A) beyond the Walk-Away Date or (B) at any manner materially adverse time following the valid termination of this Agreement pursuant to holders of shares of Seller Common StockARTICLE VII. (d) On or prior to the date that Purchaser maybecomes obligated to pay for Shares pursuant to the Offer, without Parent shall provide or cause to be provided to Purchaser the consent funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer, and shall cause Purchaser to perform, on a timely basis, all of SellerPurchaser’s obligations under this Agreement. Parent and Purchaser shall, elect and each of Parent and Purchaser shall ensure that all of their respective Affiliates shall, tender any Shares held by them into the Offer. The Offer Price shall, subject to provide a subsequent offering period for any withholding of Taxes required under applicable Law, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. The Company agrees that no Shares held by the Company will be tendered to Purchaser pursuant to the Offer. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and, in any event, within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with Rule 14d-11 of applicable Law, all tendered Shares to the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offerregistered holders thereof. (e) On As promptly as practicable on the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments amendments, supplements and supplements exhibits thereto, the “Schedule TO”) with respect to the Offer which ). The Schedule TO shall contain or incorporate by reference the offer Offer to purchase Purchase and forms of the related letter of transmittal, related summary advertisement in respect of the Offer and all other ancillary Offer documents and instruments required thereby pursuant to which the Offer will be made (collectively collectively, together with any all amendments, supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), . The Company shall use commercially reasonable efforts to promptly provide Parent with all information concerning the Company that is required by the Exchange Act to be included in the Offer Documents. Parent and (ii) Purchaser agree to take all reasonable steps necessary to cause the Offer Documents to be disseminated to the Seller Stockholders holders of the Shares as and to the extent required by applicable federal securities Laws. Parent and Purchaser, on the Exchange Actone hand, and the Company, on the other hand, shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall be or shall have become false or misleading in any material respect, and Parent and Purchaser agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in each case, as and to the extent required by applicable federal securities Laws. Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on upon the Offer Documents prior to their filing before they are filed with the SECSEC and disseminated to holders of Shares. In addition, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller the Company and its counsel with (i) any comments or other communicationscomments, whether written or oral, that Parent or Purchaser or their counsel may be received receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof of such comments, to consult with the Company and its counsel prior to responding thereto, to any such comments and (ii) a reasonable opportunity to provide the Company with copies of all such responses, whether written or oral. Each of Parent and Purchaser shall respond promptly to any comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to of the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser SEC or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement its staff with respect to the Offer Documents, so that Documents or the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsOffer. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 8.01, Merger Sub shall, and none of Parent shall cause Merger Sub to, on or before the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than date that is ten (10) Business Days) Days after the date of the initial public announcement of this Agreement, Parent shall 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 at Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer Price. Subject is subject to the terms and conditions of this Agreement and to the satisfaction or waiver (as provided in Section 1.01(c) below) of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition)“Offer Conditions”) (without limiting the right of Merger Sub to terminate, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to extend or modify the Offer and not withdrawn. (b) Upon in accordance with the terms of this Agreement). On the terms and subject to the conditions set forth in of the Offer and this Agreement, each Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The acceptance for payment of Shares pursuant to and subject to the conditions of the parties hereto agrees Offer is referred to use its reasonable best efforts in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to takein this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be takenprovided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay the Cash Consideration for any and all actions Shares that are necessary, proper or advisable Merger Sub becomes obligated to consummate accept for payment and make effective purchase pursuant to the Offer, the Merger Offer and the other transactions contemplated by this Agreement. (c) The initial expiration date Offer Conditions are for the sole benefit of the Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest Condition at any time and date as from time to time, in their sole and absolute discretion, other than the OfferMinimum Condition, as it which may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance Merger Sub only with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, Purchaser to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: : (i) decrease the Offer Price or change the form of consideration payable in the Offer, decrease the Offer Price or (ii) decrease the number of shares of Seller Common Stock Shares sought pursuant to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer; Offer Conditions or amend any Offer Condition, (iiiv) otherwise waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Expiration Date (as defined below) except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (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 holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board that the Company’s stockholders accept the Offer and tender their Shares pursuant to the Offer (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 and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer except (A) to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of Shares, in each case as and to the extent required by applicable law Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the 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 holders of Shares, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until midnight, New York City time, at the end of the 20th business day (for purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Section 1.01(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 1.01(e), the “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days each (as defined below) (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 (it being understood, for the avoidance of doubt, that the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived), and (ii) Merger 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 United States Securities and Exchange Commission (the “SEC”) SEC or the its staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant applicable to the Offer so as or necessary to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to resolve any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from of the SEC or its staff with respect applicable to the Offer Documents promptly after receipt thereof and prior to responding theretoor the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any event be required to, and without the Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given)deemed to impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If at any time the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.01, prior to the Effective Time, any information relating to acceptance for payment of Shares tendered in the Offer, the MergerMerger Sub shall, Sellerand Parent shall cause Merger Sub to, Parentpromptly return, Purchaser or and shall cause any depository acting on behalf of their respective AffiliatesMerger Sub to return, should be discovered by Seller or Parent which should be set forth in an amendment or supplement all tendered Shares to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsregistered holders thereof. (f) Parent shall provide At or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant prior to the Offer Acceptance Time, Parent will authorize and shall cause Purchaser duly adopt, execute and deliver, and will ensure that a duly qualified Rights Agent executes and delivers, the CVR Agreement, subject to fulfill its obligations under this Agreementany reasonable revisions to the CVR Agreement that are requested by such Rights Agent (provided that such revisions are not, individually or in the aggregate, detrimental to any CVR holder).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof VIII and none of the events or conditions set forth in clause Annex A shall have occurred and be existing and shall not have been waived in writing by Parent or Merger Sub (iii) of the conditions set forth in Annex A, the “Tender Offer Conditions shall have occurredConditions”), as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this AgreementMerger Sub shall, and Parent shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer at as soon as reasonably practicable, but not later than twenty (20) Business Days after the Offer Price. Subject to the terms and conditions date of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Without the prior written consent of Sellerthe Company, Purchaser Merger Sub shall not: (i) not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Company Common Stock sought pursuant to be purchased in the Offer, impose conditions on the Offer in addition to the Offer; (ii) otherwise extend Tender Offer Conditions, waive or amend the Expiration Date Minimum Condition or, except as may be required by a Governmental Authority, amend any other term of the Offer except (A) as required by applicable law (including for in a manner that is materially adverse to the Company Stockholders. Notwithstanding the foregoing, Merger Sub expressly reserves the right to increase the Offer Price and to waive any period required by any rule, regulation, interpretation or position of the United States Tender Offer Conditions, other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer. (b) Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement tender offer statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer on the date that the Offer is commenced, which tender offer statement shall contain or incorporate by reference the include an offer to purchase and forms purchase, form of the related letter of transmittal, summary advertisement transmittal and other ancillary documents and instruments required thereby pursuant to which the Offer will be made form of notice of guaranteed delivery (collectively together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Actcollectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), and (ii) cause the Offer Documents to be disseminated to the Seller Company Stockholders as in accordance with the applicable requirements of the U.S. federal securities Laws. Parent and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on Merger Sub agree that the Offer Documents prior to their filing shall comply in all material respects with the applicable U.S. federal securities Laws and, on the date first filed with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller on the date first published, sent or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect given to the Offer Documents promptly after receipt thereof Company Stockholders and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any upon consummation of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents(including all applicable extensions and subsequent offering periods), so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading, except that no covenant, agreement, representation or warranty is made by Parent or Merger Sub with respect to information supplied by the party which discovers such Company for inclusion or incorporation by reference in the Offer Documents. The Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall promptly notify the other partyhave become false or misleading in any material respect, and an appropriate amendment or supplement describing such information shall Parent further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Seller Stockholders, as and Company Stockholders to the extent required by applicable Law or any applicable rules or regulations of any stock exchangeLaw. Seller The Company shall promptly furnish to Parent and Purchaser Merger Sub all information concerning Seller 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 1.01(b). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto in advance of filing with the SEC or dissemination to the Company Stockholders, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Exchange Act Company and its counsel. Parent and Merger Sub shall (i) provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments with respect to be set forth in the Offer Documentsthat Parent or Merger Sub may receive from the SEC or its staff (the “SEC Staff”) as promptly as practicable after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any such comments, and (iii) provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of Parent and Merger Sub or their counsel. (fc) Parent Subject to the terms and conditions thereof, the Offer shall provide remain open until midnight, New York City time, at the end of the 20th Business Day beginning with (and including) the date that the Offer is commenced (determined in accordance with Rule 14d-2 under the Exchange Act) (the “Expiration Date”), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with this Section 1.01(c) or cause Section 1.01(d) or as may be required by applicable Law (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 (i) Merger Sub shall have the right, in its sole discretion, but not the obligation to be extend the Offer for one or more periods of not more than five (5) Business Days each if, at the scheduled Expiration Date, any of the Tender Offer Conditions shall not have been satisfied or waived; or (ii) Merger Sub may, in its sole discretion, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three (3) to Purchaser on a timely basis twenty (20) Business Days to acquire outstanding shares of Company Common Stock if all of the funds necessary to pay for Tender Offer Conditions are satisfied, but the number of shares of Company Common Stock that have been validly tendered and not properly withdrawn in the Offer, together with any shares of Seller Company Common Stock that Purchaser becomes obligated to purchase pursuant then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock. Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or of the SEC Staff applicable to the Offer and shall cause Purchaser to fulfill its obligations under this AgreementOffer.

The Offer. (a) Provided that this Agreement Yamana shall not have been terminated in accordance with Article IX hereof and none of promptly publicly announce its intention to amend the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredOriginal Offer, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject subject to the terms and conditions of this Agreement set forth below, to increase the consideration payable thereunder to 2.235 Yamana Common Shares and to the satisfaction or waiver C$7.00 in cash for each Share. The conditions of the Tender Original Offer Conditions will be replaced by the conditions set forth out in Annex I (including the Minimum Condition), Purchaser shall, Schedule A. The Notice of Variation and Parent Extension shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect also contain an amendment to any withholding tax, all such shares Section 13 of Seller Common Stock validly tendered pursuant to the Offer and portion of the Circular to replace the phrase "in its sole discretion" with the phrase "in its reasonable discretion". Yamana will not withdrawnbe required to make the Offer in any jurisdiction where it would be illegal to do so. (b) Upon Yamana shall prepare the terms Notice of Variation and subject Extension in both the English and French languages and amendments to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger Schedule TO and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined Form F-10, in all material respects in accordance with Rules 14d-1(g)(3) applicable securities laws in Canada, the United States and 14d-2 under the Exchange Act) United Kingdom, including the 1933 Act and the 1934 Act (the latest time and date as the Offercollectively, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”"Applicable Securities Laws"). If on or prior to any then-scheduled Expiration Date, all Yamana shall mail the Notice of the conditions to the Offer (including the Minimum Condition Variation and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated Extension in accordance with Section 9.1Applicable Securities Laws to each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on September 28, 2007 (such time on such date being referred to herein as the "Latest Mailing Time"); provided, however, that Purchaser shall not be required to extend if the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition mailing of the Offer Notice of Variation and Extension is delayed by reason of Meridian not having provided to Yamana the Directors' Circular referred to in its sole discretion; provided, however, that, without Section 2.1(h)(v) as well as any information pertaining to Meridian that is necessary for the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date completion of the Offer except (A) as required Notice of Variation and Extension by applicable law (including for any period required by any ruleYamana, regulationthen the Latest Mailing Time shall be extended to 11:59 p.m. on the second business day following the date on which Meridian supplies such necessary documents, interpretation information or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stockother assistance. (dc) Purchaser may, without Prior to the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 printing of the Exchange Act following its acceptance for payment Notice of shares of Seller Common Stock in Variation and Extension and the Offer. (e) On the date of commencement filing of the Offer, Parent and Purchaser shall (i) file or cause amendment to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) , Yamana shall provide Meridian with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on such documents, recognizing that whether or not such comments are appropriate will be determined by Yamana, acting reasonably. (d) Yamana agrees that, provided all of the conditions to the Offer Documents prior set out in Schedule A hereto shall have been satisfied or waived, Yamana shall take up and pay for all of the Shares tendered under the Offer promptly and in any event no later than two business days following the time at which it becomes entitled to their filing take up such Shares under the Offer pursuant to applicable Laws. (e) The Offer shall be made in accordance with Applicable Securities Laws and shall expire not earlier than midnight (Toronto time) (which for the SECavoidance of doubt, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with mean the end of the day) on the later of (i) any comments or other communicationsOctober 12, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, 2007 and (ii) a reasonable opportunity the date that is 10 business days (as determined in accordance with Rule 14d-1 under the ▇▇▇▇ ▇▇▇) following the mailing of the Notice of Variation and Extension in respect of the Offer; provided that, Yamana shall extend the period during which Shares may be deposited under the Offer (such time, as it may be extended, is referred to provide comments on that response (to which reasonable and good faith consideration shall be givenherein as the "Expiry Time"). If at any time prior Yamana shall use all reasonable efforts to the Effective Time, any information relating to consummate the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement subject to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, terms and an appropriate amendment or supplement describing such information shall be filed with the SEC conditions hereof and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsthereof. (f) Parent Yamana may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Yamana shall provide not, without the prior consent of Meridian, increase or cause decrease the Minimum Deposit Condition, impose additional conditions to be provided the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to Purchaser on increase the total consideration per Share or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a timely basis waiver of a condition other than the funds necessary Minimum Deposit Condition) in a manner which is adverse to pay for any shares the Shareholders. (g) If at the Expiry Time all of Seller Common Stock that Purchaser becomes obligated the conditions to purchase the Offer set out in Schedule A hereto shall have been satisfied or waived but the number of Shares validly deposited pursuant to the Offer and not withdrawn at the Expiry Time is less than 90% of the Shares outstanding calculated on a fully diluted basis, Yamana will, subject to Applicable Securities Laws, provide a subsequent offering period of not less than 15 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), provided that if the number of shares validly deposited pursuant to the Offer and not withdrawn at the Expiry Time constitutes less than 662/3% of the Shares outstanding calculated on a fully diluted basis, such subsequent offering period shall cause Purchaser be 20 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), in either case to fulfill permit Shareholders who had not tendered their Shares prior to the Expiry Time to so tender. (h) The obligation of Yamana to amend the Original Offer is conditional on the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Yamana and any or all of which may be waived by Yamana in whole or in part in its obligations sole discretion (other than the condition set out in Section 2.1(h)(iii) below, which must be waived if Yamana has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(vi) below, which may be waived only with the consent of Meridian) without prejudice to any other right it may have under this Agreement: (i) the obligations of Yamana hereunder shall not have been terminated pursuant to Section 7.1; (ii) no change, effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Yamana, a Yamana Subsidiary or any Person acting jointly or in concert with Yamana) shall have occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied; (iii) assurances satisfactory to Yamana, acting reasonably, shall have been received by Yamana that all waivers, rulings or orders necessary for Yamana to amend the Original Offer and to mail to the Shareholders the Notice of Variation and Extension have been or will be obtained from all applicable securities commissions or other regulatory authorities; (iv) the Meridian Board of Directors shall have unanimously recommended that Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner that has substantially the same effect or taken any other action or made any other public statement in connection with the Offer subsequent to the date of this Agreement inconsistent with such recommendation; (v) the Meridian Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to Yamana for mailing with the Notice of Variation and Extension an amended directors' circular (the "Directors' Circular") unanimously recommending that Shareholders accept the Offer; (vi) Yamana shall not have the right to terminate this Agreement pursuant to Section 7.1(f) without giving effect to the cure period provided therein); and (vii) no cease trade order, injunction or other prohibition at Law shall exist against Yamana making the Offer or taking up or paying for Shares deposited under the Offer. Prior to printing the Directors' Circular, Meridian shall provide Yamana with a reasonable opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by Meridian, acting reasonably. The Directors' Circular shall include a copy of the written fairness opinion of each of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and ▇▇▇▇▇▇▇, Sachs & Co. referred to below.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredARTICLE VII, as promptly as reasonably practicable (but in no event later than ten fifteen (1015) Business Days) after the date of this Agreementhereof, subject to the Company having timely provided any information required to be provided by it pursuant to Section 1.01(g) and Section 1.02(b), Merger Sub shall (and Parent shall cause Purchaser to commence (Merger Sub to) commence, within the meaning of Rule 14d-2 of under the Exchange Act) , the Offer to purchase for cash any and all issued and outstanding Company Shares at the Offer Price. Subject Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Company Shares validly tendered and not properly withdrawn pursuant to the terms Offer, subject only to: (a) there being validly tendered (but excluding any Company Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6) of the DGCL) in the aggregate and conditions of this Agreement and not properly withdrawn prior to the satisfaction Expiration Date that number of Company Shares that, together with the number of Company Shares (if any) then owned by the Parent, equals at least a majority of the sum of the number Company Shares then issued and outstanding and the number of Company Shares then reserved for issuance pursuant to outstanding Company PSUs (the “Minimum Condition”); (b) the Merger Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (c) the satisfaction, or waiver by ▇▇▇▇▇▇ Sub, of the Tender Offer Conditions other conditions and requirements set forth in Annex I (including together with the Minimum Condition and the Termination Condition, the “Tender Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon On or prior to the date that Merger Sub becomes obligated to pay for Company Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Company Shares that Merger Sub shall become obligated to accept for payment and purchase pursuant to the Offer. Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by ▇▇▇▇▇▇ Sub, of the other Tender Offer Conditions, Merger Sub shall accept for payment (the time of such acceptance, the “Acceptance Time”) all Company Shares validly tendered and not properly withdrawn pursuant to the Offer promptly following the Expiration Date, and pay for such Company Shares promptly after the Acceptance Time, and in any event, no more than three (3) Business Days after the Acceptance Time. The Offer Price payable in respect of each Company Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law, on the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) applicable Law and 14d-2 under this Agreement, including the Exchange Act) (Tender Offer Conditions. To the latest extent permitted by applicable Law, Parent and Merger Sub expressly reserve the right to, at any time and date as from time to time, increase the Offer Price or to make any other changes in the terms and conditions of the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance except with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent approval of Sellerthe Company, Purchaser Merger Sub shall not: not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, decrease Offer (provided that nothing herein shall limit the Offer Price or decrease ability of Parent and Merger Sub to increase the number of shares of Seller Common Stock sought pursuant to cash consideration payable in the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend reduce the Minimum Condition; maximum number of Company Shares sought to be purchased in the Offer, (iv) impose any condition to amend, modify or waive the Offer not set forth in Annex I; or Minimum Condition or the Termination Condition, (v) amend or modify any term other terms of the Offer in any a manner materially adverse to the holders of shares of Seller Common Stock. Company Shares, (dvi) Purchaser mayimpose conditions to the Offer that are in addition to the Tender Offer Conditions, without (vii) except as provided in Section 1.01(e) and Section 1.01(f), terminate, accelerate or otherwise modify or amend the consent of SellerOffer to accelerate the Expiration Date, elect to or (viii) provide a any “subsequent offering period for the Offer period” in accordance with Rule 14d-11 of the Exchange Act Act. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at one (1) 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 Tender Offer Conditions have not been satisfied or waived by Merger Sub, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for one or more successive extension periods of up to ten (10) Business Days each in order to permit the satisfaction or waiver of such conditions; provided, however, that Merger Sub shall not be (i) required (and Parent shall not be required to cause Merger Sub) to extend the Offer (A) beyond the Outside Date, (B) at any time that Parent or Merger Sub is permitted to terminate this Agreement pursuant to ARTICLE VII or (C) if the only Tender Offer Condition that is not satisfied or waived is the Minimum Condition and the Offer has already been extended for two periods of ten (10) Business Days each or (ii) permitted to extend the Offer beyond the Outside Date without the prior written consent of the Company. The “Outside Date” shall be six (6) months from the date of this Agreement; provided, however, that, if all the Tender Offer Conditions, other than the condition described in paragraph (c)(i) of Annex I, shall have been satisfied or shall be capable of being satisfied as of such date, then the Outside Date may be extended by either the Company or Parent for a period of up to three (3) months by written notice to the other no later than five (5) Business Days prior to the Outside Date. 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 acceptance for payment staff or the NYSE American. (f) Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of shares the Company, except if this Agreement has been validly terminated in accordance with ARTICLE VII. If this Agreement is validly terminated in accordance with ARTICLE VII prior to any scheduled Expiration Date, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within 24 hours following such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Company Shares pursuant thereto. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated prior to the Acceptance Time, Merger Sub shall (and the Parent shall cause Merger Sub to) promptly return, and shall cause any depositary acting on behalf of Seller Common Stock Merger Sub to return, in accordance with applicable Law, all tendered Company Shares to the registered holders thereof and Merger Sub shall not (and Parent shall cause Merger Sub not to) accept any Company Shares pursuant to the Offer. (eg) On As soon as practicable on the date of the commencement of the Offer, Parent and Purchaser Merger Sub shall (i) file or cause to be filed with the SEC 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 amendments, supplements and supplements exhibits thereto, the “Schedule TO”) with respect to ). The Schedule TO shall include, as exhibits, the Offer which shall contain or incorporate by reference the offer to purchase and forms Purchase, a form of the related letter of transmittal, transmittal and a form of summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively collectively, together with any amendments, supplements , amendments and exhibits thereto, the “Offer Documents”). Parent and ▇▇▇▇▇▇ Sub agree to (i) make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), Act and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders holders of Company Shares, as and to the extent required by federal securities Laws, including the Exchange Act. Seller Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly notify the other party and correct any information provided by it for use in the Offer Documents, if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by applicable Law, and ▇▇▇▇▇▇ Sub agrees to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Company Shares, as and to the extent required by federal securities Laws, including the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and comment on the Offer Documents prior to their filing before they are filed with the SEC, and Parent and Purchaser Merger Sub shall give reasonable and good faith due consideration to any comments made additions, deletions or changes suggested thereto by Seller or the Company and its counsel. Each of Parent, ▇▇▇▇▇▇ Sub and the Company agrees to respond promptly to any comments (including oral comments) of the SEC or its staff with respect to the Offer Documents. In addition, Parent and Purchaser agree to Merger Sub shall provide Seller the Company and its counsel with (i) copies of any comments or other communicationswritten comments, whether and shall provide them a written or oralsummary of any oral comments, that Parent and Merger Sub or its counsel may be received receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt thereof and prior to responding theretoof such comments, and (ii) any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to provide comments on that response (to which reasonable review any such responses and good faith Parent and Merger Sub shall give due consideration shall be given). If at any time prior to the Effective Timereasonable additions, any information relating to the Offer, the Merger, Seller, Parent, Purchaser deletions or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required changes suggested thereto by the Exchange Act to be set forth in the Offer DocumentsCompany and its counsel. (fh) Without limiting the generality of Section 5.15, Parent shall provide or cause Merger Sub to be provided to Purchaser perform, on a timely basis the funds necessary to pay for any shares basis, all of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its Merger Sub’s obligations under this Agreement.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article IX hereof VII and (ii) none of the events or conditions set forth in clause (iii) of the Tender Offer Conditions Annex A shall have occurredoccurred or be existing and not have been waived, as promptly as reasonably practicable (but in no any event not later than ten five (105) Business Days) business days after the date public announcement of the execution and delivery of this Agreement), Parent Purchaser shall 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 purchase for cash all of the Shares at the Per Share Amount (subject to reduction for any stock transfer taxes payable by the holders of such Shares, 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 (within the meaning of Rule 14d-1(c) under the Exchange Act) , in which case references herein to Purchaser will be deemed to apply to such Subsidiary, as applicable). Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least twenty (20) business days after the commencement of the Offer Price(such period, the “First Offer Period”). In the event that the Minimum Condition has not been satisfied pursuant to the Offer during the First Offer Period, Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least ten (10) business days after the expiration of the First Offer Period (such period, the “Second Offer Period” and together with the First Offer Period, the “Offer Period”). In the event that, immediately prior to the Expiration Date, the Minimum Condition has not been met, the Company shall have the right to require Purchaser to extend the Expiration Date for an additional period not to exceed twenty (20) business days. (b) The obligation of Parent to cause Purchaser to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not validly withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the “Offer Conditions”). Subject to the terms and conditions of this Agreement and to the prior satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)Conditions, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment payment, and pay for, after giving effect to any withholding taxin accordance with the terms of the Offer, all such shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn. (b) Upon as soon as practicable after the terms and subject to the conditions set forth in this Agreement, each expiration of the parties hereto agrees to use its reasonable best efforts to takeFirst Offer Period or the Second Offer Period (as applicable), or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended including any extensions thereof pursuant to this Section 1.1(c), may expire shall be referred to as Agreement (the “Expiration Date”). If on or prior to any then-scheduled Expiration DateNotwithstanding the foregoing, all if between the date of the conditions to this Agreement and the Offer (including Completion Date the Minimum Condition and all other conditions and requirements set forth in Annex I) outstanding Shares shall not have been satisfiedchanged into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or waived by Parent 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 Purchaser if permitted hereunder, Purchaser shall exchange of shares. (and Parent shall cause Purchaser toc) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject right to compliance with modify the Exchange Act, to waive, amend or modify any term or condition terms of the Offer in its sole discretion; providedOffer, however, except that, without the prior written consent of Sellerthe Company, Purchaser shall will not: , and Parent will cause Purchaser not to, (i) decrease or change the form of consideration payable the Per Share Amount, (ii) decrease the number of Shares sought in the Offer, decrease (iii) amend or waive the Minimum Condition, or impose conditions other than the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to Conditions on the Offer; , (iiiv) otherwise extend the Expiration Date of the Offer Date, except (A) as required by applicable law Law and (B) that, in the event that any Offer Condition is not satisfied or waived at the time that the Expiration Date would otherwise occur, Purchaser may, in its sole discretion, extend the Expiration Date for such period as it may determine to be appropriate (but not beyond the Outside Date), or (v) amend any term of the Offer in any manner materially adverse to the Shareholders (including without limitation amendments resulting in any extension which would be inconsistent with the preceding provisions of this sentence); provided, however, that Purchaser may, without the consent of the Company and in its sole discretion, (A) subject to applicable legal requirements, waive any Offer Condition, other than the Minimum Condition, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant thereof applicable to the Offer so as to comply with applicable rules and regulations of the SEC; Offer; (iiiC) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of extend the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect order to provide sufficient time (but not beyond the Outside Date) to 369958_13 respond to any matter hereafter arising and required to be disclosed to Parent pursuant to Section 5.3(c)(i) and (ii); and (D) extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period for under Rule 14d-11 promulgated under the Offer Exchange Act of not more than twenty (20) business days to meet the objective (which is not a condition to the Offer) that there be validly tendered, in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement terms of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any expiration date of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents(as so extended) and not withdrawn a number of Shares which, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintogether with Shares owned by Parent and Purchaser, in light represents at least 90% of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsoutstanding Shares. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to to, and Purchaser shall, commence (within the meaning of Rule 14d-2 of under the Exchange Act) the Offer at as soon as reasonably practicable after the date of this Agreement, but in no event later than the fifteenth (15th) Business Day after the date of this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to commence the Offer Priceif the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. Subject The date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that is disseminated to any and all of the holders of shares of Company Common Stock and contains the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate Agreement and make effective in Annex A. In the Offer, each share of Company Common Stock accepted by Purchaser in accordance with the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date terms of the Offer shall shall, subject to the adjustments set forth in Section 2.1(d) and Section 2.1(g), be on exchanged for the 20th Business Day right to receive the Transaction Consideration. Subject to the prior satisfaction of the Minimum Tender Condition and the satisfaction, or waiver by Parent or Purchaser, of the other Offer Conditions (to the extent such waiver is permitted by Section 1.1(c)), after commencement the expiration of the Offer (determined as it may extended in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c1.1(d), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer accept for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and payment all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Company Common Stock sought pursuant to the Offer; validly tendered (iiand not withdrawn) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of excluding shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Company Common Stock in the Offer. tendered pursuant to guaranteed delivery procedures that have not yet been delivered for settlement or satisfaction of such guarantee) as soon as practicable after Purchaser is permitted to do so under applicable Law (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TOAcceptance Time”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto), and all deliveries, mailings and telephonic notices required by Rule 14d-3 promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act, the “Offer Documents”), ) pay for all shares of Company Common Stock that are validly tendered and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to not validly withdrawn in the Offer, . Without limiting the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light generality of the circumstances under which they are madeforegoing, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds and shares of Parent QVC Series A Stock necessary to pay for any shares of Seller Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer; provided, however, that without the prior written consent of the Company, Purchaser shall not accept for payment or pay for any shares of Company Common Stock if, as a result, Purchaser would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition. The consideration in the Offer payable in respect of each share of Company Common Stock validly tendered and not withdrawn in the Offer shall be paid net to the holder thereof in cash and shares of Parent QVC Series A Stock, subject to reduction for any applicable withholding taxes payable in respect thereof. The Company shall register (and shall instruct its transfer agent to register) the transfer of the shares of Company Common Stock accepted for payment by Purchaser effective immediately after the Acceptance Time. (b) The obligation of Purchaser to accept for exchange (and the obligation of Parent to cause Purchaser to accept for exchange) shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to: (i) the condition (the “Minimum Tender Condition”) that there shall have been validly tendered (and not validly withdrawn) prior to the expiration of the Offer that number of shares of Company Common Stock which, upon the consummation of the Offer (for the avoidance of doubt, assuming that the shares of Class B Common Stock validly tendered (and not validly withdrawn) will convert to shares of Class A Common Stock at the time of the consummation of the Offer), when added to any shares of Company Common Stock owned by Purchaser, would represent at least a majority of the voting power of the sum of (x) the aggregate voting power of the shares of Company Common Stock outstanding immediately after the consummation of the Offer, plus (y) the aggregate voting power of the shares of Company Common Stock issuable to holders of Company Options from which the Company has received notices of exercise prior to the consummation of the Offer (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Options) (excluding, for purposes of determining whether a sufficient number of shares have been tendered in the Offer to satisfy the Minimum Tender Condition, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures); and (ii) the other conditions set forth in Annex A (such other conditions, together with the Minimum Tender Condition, the “Offer Conditions”). (c) Purchaser expressly reserves the right, in its sole discretion, to waive or make any other changes to the terms and conditions of the Offer; provided, however, that without the prior written consent of the Company, neither Parent nor Purchaser shall: (i) amend, waive or modify any of the conditions set forth in clauses (a), (h)(i), (h)(ii), (i) or (j) of Annex A (provided, that Parent shall (and shall cause Purchaser to) waive the conditions set forth in clause (h)(i) and (h)(ii) of Annex A upon the written request of the Company); or (ii) change the Offer to fulfill (A) change the form or amount of consideration to be delivered by Purchaser pursuant to the Offer; provided, however, that Parent or Purchaser may increase the amount of such consideration (irrespective of form) in good faith so long as such increase is not for the purpose of delaying the Acceptance Time, provided that in no event shall such increase reduce the Initial Exchange Ratio, (B) change the number of shares of Company Common Stock to be purchased in the Offer, (C) impose conditions to the Offer in addition to the Offer Conditions or amend or modify any of the existing Offer Conditions, (D) except as provided in Section 1.1(d), extend the expiration time of the Offer beyond the initial expiration time of the Offer or (E) otherwise amend the Offer in a manner that is adverse (other than in an immaterial or de minimis way) to the holders of Company Common Stock. (d) The Offer shall initially be scheduled to expire at 12:00 midnight, New York City time, on the date that is twenty (20) Business Days following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (such initial expiration time and date, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or, if necessary, more occasions, for additional successive periods of up to ten (10) Business Days per extension (with the length of such periods to be determined by Parent), until all Offer Conditions are satisfied or validly waived in order to permit the Acceptance Time to occur; provided, however, that in no event shall Purchaser or Parent be required or permitted to extend the Offer to a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (B) any such extension requested by the Company, to the extent Parent or Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time for any period required by any applicable Laws or any rule, regulation, interpretation or position of the SEC or the staff of the SEC or the Nasdaq applicable to the Offer; provided, however, that in no event shall Purchaser or Parent be required, or permitted, to extend the Offer to a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (B) any such extension requested by the Company, to the extent Parent or Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii). For the avoidance of doubt, if, at the Expiration Date of the Offer, all of the Offer Conditions have been satisfied or waived in writing by Parent or Purchaser and this Agreement has not otherwise been terminated in accordance with its obligations under terms, Purchaser shall (and Parent shall cause Purchaser to) promptly accept for exchange, and deliver the Transaction Consideration for, all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer in accordance with this Agreement.

The Offer. (a) Provided On the terms and subject to the conditions of this Agreement and provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredVIII, as promptly as reasonably practicable after the date of execution of this Agreement (but and in any event no event later than ten (10) Business Days) Days after the date of execution of this Agreement), Parent shall cause Purchaser to Merger Sub to, and Merger Sub shall, commence (within the meaning of Rule 14d-2 of promulgated under the Exchange Act) the Offer at for all of the outstanding Company Shares (other than Excluded Shares) for a price per Company Share equal to the Offer PricePrice (as adjusted as provided in Section 2.1(f)), paid net to the seller thereof in cash, without interest, subject to any deduction or withholding of Taxes required by applicable Law. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 promulgated under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date”. (b) Subject to the terms and conditions of this Agreement and to the satisfaction or waiver by Merger Sub of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition“Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser Sub shall (and Parent shall cause Purchaser Merger Sub to) extend accept for payment and pay for all Company Shares validly tendered and not properly withdrawn pursuant to the Offer as soon as practicable (and in any event no later than three (3) Business Days) after the Expiration Date (such time, the “Acceptance Time”). The obligation of Merger Sub to accept for periods of up payment Company Shares tendered pursuant to 10 Business Days each until the earlier of Offer shall be subject only to the satisfaction or waiver (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1this Agreement) by Merger Sub of each of the Offer Conditions (and shall not be subject to any other conditions). (c) Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions and to make any change in the terms of, or conditions to, the Offer; provided, however, that Purchaser shall not be required notwithstanding anything to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer contrary contained in its sole discretion; provided, however, thatthis Agreement, without the prior written consent of Sellerthe Company, Purchaser shall notneither Parent nor Merger Sub shall: (i) waive the Minimum Condition (as defined in Annex I); (ii) decrease the number of Company Shares sought to be purchased by Merger Sub in the Offer; (iii) reduce the Offer Price; (iv) extend or otherwise change the Expiration Date (except to the extent required pursuant to Section 2.1(d)); (v) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer;; or (iivi) otherwise extend the Expiration Date amend, modify or supplement any of the Offer except Conditions or terms of the Offer in a manner that adversely affects the holders of Company Common Stock. (Ad) Unless extended as required by applicable law this Agreement, the Offer shall expire at midnight (including one minute following 11:59 p.m.) (New York City time) at the end of the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) after the Offer Commencement Date (the “Initial Expiration Date”), or in the event the Initial Expiration Date has been extended as required by 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 as required by this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) Merger 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 United States Securities and Exchange Commission (SEC or its staff, the “SEC”) NYSE or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant NASDAQ that is applicable to the Offer; provided, that in no event shall Merger Sub be required to extend the Offer so as to comply with applicable rules beyond the Outside Date (and regulations shall not extend the Offer beyond the Outside Date without the written consent of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”Company), and (ii) cause if, on the Initial Expiration Date or any subsequent date as of which the Offer Documents is scheduled to expire, any Offer Condition is not satisfied and has not been waived by Parent and Merger Sub, then Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer for successive periods of up to ten (10) Business Days each, the length of each such period to be disseminated determined by Parent in its sole discretion; provided, that in no event shall Merger Sub be required to extend the Seller Stockholders as Offer beyond the Outside Date (and to shall not extend the extent required by Offer beyond the Outside Date without the written consent of the Company). Neither Parent nor Merger Sub shall extend the Offer or provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. Seller Act in any manner other than pursuant to and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing in accordance with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with provisions of this Section 2.1(d) without the prior written consent of the Company. (ie) any comments or other communications, whether written or oral, that The Offer may be received from the SEC terminated or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time withdrawn prior to the Effective TimeExpiration Date, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth but only if this Agreement is validly terminated in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed accordance with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer DocumentsSection 8.1. (f) Parent Notwithstanding anything in this Agreement to the contrary (including Section 2.1(c)), if, from the date of this Agreement until the Acceptance Time, the outstanding Company Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Offer Price shall be appropriately adjusted, without duplication, to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, that no such adjustment shall result in any increase or cause decrease of the aggregate Merger Consideration. Nothing in this Section 2.1(f) shall be deemed to permit or authorize any party hereto to effect any such change that it is not otherwise specifically authorized or permitted to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase taken pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 7.1 and none of subject to the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date provisions of this Agreement, including without limitation ANNEX A, no later than five business days after the date hereof Parent shall cause Purchaser to Sub to, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act")) a tender offer (the Offer "Offer") to purchase all issued and outstanding Shares, at a price per Share of $20.50 (such amount, or any greater amount per Share paid pursuant to the Offer Offer, the "Per Share Price") net to each seller in cash. Subject to the terms and conditions provisions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (Agreement, including the Minimum Condition)without limitation ANNEX A, Purchaser shall, and Parent shall cause Purchaser Sub to, promptly after and Sub shall, use its commercially reasonable best efforts to consummate the Expiration DateOffer as soon as legally permissible and subject to the provisions of this Agreement, including without limitation ANNEX A, Parent shall cause Sub to, and Sub shall, accept for payment and pay for, after giving effect to the Per Share Price for any withholding tax, and all such shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. The Offer shall be made by means of the Offer to Purchase (as defined in Section l.l(c)) and not withdrawnrelated letter of transmittal (the "Letter of Transmittal"). Sub expressly reserves the right to increase the Per Share Price payable in the Offer. (b) Upon The obligation of Parent and Sub to consummate the terms Offer, and to accept for payment and pay for Shares tendered pursuant to the Offer, shall be subject to the only those conditions set forth in this Agreement, each of the parties hereto agrees to use ANNEX A. Sub may in its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the sole discretion waive any such condition other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including than the Minimum Condition and all other conditions and requirements set forth (defined in Annex IANNEX A) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up condition relating to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all expiration of the conditions and requirements set forth in Annex I are satisfied or waived or waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser "HSR Act"). Sub shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, thatnot, without the prior written consent of Sellerthe Company's Board of Directors (the "Board"), Purchaser shall not: (i) impose conditions to the Offer in addition to those set forth in ANNEX A, (ii) decrease the Per Share Price, (iii) change the form of consideration payable (other than by adding consideration), (iv) reduce the number of Shares sought to be purchased in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (iiv) otherwise extend the Expiration Date expiration date of the Offer (except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereofprovided below in this paragraph), or (Bvi) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend otherwise change any term of the Offer in any manner adverse to the holders of Shares, it being agreed that a waiver by Sub of any condition in whole or in part (other than the Minimum Condition) at any time and from time to time in its discretion shall not be deemed to be materially adverse to holders any holder of shares of Seller Common Stock. (d) Purchaser Shares. The Offer initially shall expire on the twentieth business day after its commencement; PROVIDED, HOWEVER, that Sub may, without the consent of Sellerthe Company, elect to provide a subsequent offering period for (i) extend the Offer in accordance with Rule 14d-11 (on one or more occasions) beyond the scheduled expiration date if at any such date any of the conditions to Sub's obligation to purchase Shares shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer to the extent required by any rule or regulation of the Securities and Exchange Act following its acceptance Commission (the "SEC") or (iii) extend the Offer (on a one-time basis only) for payment not more than five business days beyond the scheduled expiration date if all of shares the conditions thereto have been satisfied or waived and at least 51% but less than 90% of Seller Common Stock the outstanding Shares have been validly tendered and not properly withdrawn pursuant to the Offer; PROVIDED FURTHER that, notwithstanding anything in the Offerforegoing proviso to the contrary, Sub may not, without the Company's prior written consent, (A) extend the expiration date of the Offer if the failure to meet any condition to the Offer was directly or indirectly caused by an act or omission of Parent or Sub that constitutes a breach of this Agreement or (B) effect any individual extension under clause (i) in excess of the amount of time reasonably believed by Parent to be necessary to satisfy such condition, which shall in no event exceed 10 business days; PROVIDED FURTHER that if Sub does not consummate the Offer on the initial expiration date, or any extension thereof, due to the failure of one or more conditions in any of paragraphs (b) or (c)(i) through (iv) of ANNEX A to be satisfied, Parent shall cause Sub to, and Sub shall, unless the Company shall have materially breached this Agreement and failed to cure such breach within 15 days of being notified thereof in writing, extend the Offer one or more times until the earlier of (i) 11:59 p.m. New York City time on the sixtieth calendar day after the date of this Agreement or (ii) two business days after such time as such condition or conditions are satisfied or waived; PROVIDED FURTHER that Sub shall not be obligated to extend the Offer pursuant to the foregoing proviso if the condition that has not been satisfied is not reasonably capable of being cured or satisfied at or prior to the sixtieth calendar day after the date of this Agreement. (ec) On the date of commencement of the Offer, Parent and Purchaser Sub shall (i) file or cause to be filed with the SEC with respect to the Offer a Tender Offer Statement on Schedule TO 14D-1 (together with all amendments and supplements thereto, the “"Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”14D-1"), and (ii) shall take such steps as are reasonably necessary to cause the Offer Documents to Purchase (defined below) to comply with applicable requirements of the federal securities laws and to be disseminated to the Seller Stockholders holders of Shares as and to the extent required by applicable federal securities laws. The Schedule 14D-1 shall contain an offer to purchase (the Exchange Act"Offer to Purchase") and forms of the related Letter of Transmittal and summary advertisement, as well as all other information and exhibits required by law (the Offer to Purchase and such other documents, together with any amendments or supplements thereto, collectively, the "Offer Documents"). Seller The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-1 and the Offer Documents prior to their filing being filed with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration SEC or disseminated to any comments made by Seller or its counselthe Company's stockholders. Parent and Purchaser agree to Sub shall provide Seller the Company and its counsel with (i) a copy of any written comments that Parent or other communications, whether written or oral, that may be received Sub receives from the SEC or its staff with respect to the Schedule 14D-1 and the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentssuch comments. (fd) Parent shall provide or cause to be provided to Purchaser Sub on a timely basis the funds necessary to accept for payment, and pay for for, any shares of Seller Common Stock Shares that Purchaser Sub becomes obligated to purchase accept for payment, and pay for, pursuant to the Offer and Offer. (e) Sub may, at any time, transfer or assign to Parent or to one or more corporations directly or indirectly wholly-owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment shall cause Purchaser to fulfill not relieve Parent or Sub of its obligations under this Agreementwith respect to the Offer or prejudice the rights of tendering stockholders to receive payment for Shares validly tendered and accepted for payment in the Offer.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement shall not have been terminated in accordance with pursuant to Article IX hereof 8, Buyer shall, and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser Buyer to, use their respective reasonable best efforts to commence (within the meaning of Rule 14d-2 promulgated under the ▇▇▇▇ ▇▇▇) the Offer, for the avoidance of doubt subject to Section 7.10, as promptly as practicable following the date of this Agreement (and in any event within twenty (20) Business Days of the Exchange Actdate of this Agreement, provided that such period may be extended by up to an additional ten (10) Business Days if, in the sole discretion of Parent, such additional time is necessary to prepare financial information relating to the Transactions, including pro forma financial information, or to allow the Schedule TO and Registration Statement to be filed simultaneously with the SEC). The obligations of Buyer to, and of Parent to cause Buyer to, accept for payment, and pay for, any Shares validly tendered and not properly withdrawn pursuant to the Offer at shall be subject to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in ANNEX I (the “Offer Conditions”). The date on which Buyer commences the Offer Price. Subject is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and extent such waiver is not withdrawn. (b) Upon the terms and subject to the conditions set forth in prohibited by applicable Law or this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the OfferConditions, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser Buyer shall (and Parent shall cause Purchaser Buyer to), at or as promptly as practicable following the Expiration Time (but in any event within three (3) extend Business Days thereafter), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event within four (4) Business Days (which shall be calculated as set forth in Rule 14d-1(g)(3) promulgated under the ▇▇▇▇ ▇▇▇) thereafter), pay (pursuant to the procedures set forth in Section 2.13) the Offer Consideration for periods each Share validly tendered and not properly withdrawn pursuant to the Offer as of up to 10 Business Days each until the earlier of Acceptance Time (x) the “Closing”). The date on which the Minimum Condition has been met and all of the conditions and requirements set forth Closing occurs is referred to in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.this

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX Section 9.1 hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions Annex I hereto shall have occurredoccurred and be existing, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent Tribune shall cause Purchaser to commence (within the meaning of Rule 14d-2 of under the Exchange Act) the Offer at as promptly as reasonably practicable, but in no event later than seven business days following the Offer Price. Subject to public announcement by Tribune and the terms and conditions Company of the execution of this Agreement and Agreement. The obligation of Tribune to the satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to for any withholding tax, all such shares of Seller Company Common Stock validly Shares tendered pursuant to the Offer shall be subject to the satisfaction of the conditions set forth in Annex I. Tribune expressly reserves the right from time to time, subject to Sections 2.1(b) and not withdrawn2.1(d), without the consent of the Company to waive any such conditions and to increase the Per Share Cash Amount. The Per Share Cash Amount shall be net to the seller in cash, without interest, subject to reduction only for any applicable withholding taxes or stock transfer taxes payable by the seller. The Company agrees that no Shares held by the Company or any Subsidiary of the Company will be tendered pursuant to the Offer. (b) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without Without the prior written consent of Sellerthe Company, Purchaser Tribune shall not: not (i) decrease the Per Share Cash Amount or change the form of consideration payable in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof)seek to purchase fewer than 28 million Company Common Shares, or (Biii) in connection with an increase in the consideration to be paid pursuant impose conditions to the Offer so as in addition to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not those set forth in Annex I; or (v) I hereto, or amend any other term or condition of the Offer in any manner materially adverse to the holders of shares Company Common Shares. Upon the terms and subject to the conditions of Seller the Offer and this Agreement, Tribune will accept for payment and purchase, as soon as permitted under the terms of the Offer and applicable law, all Company Common Stock. (d) Purchaser may, without Shares validly tendered and not withdrawn prior to the consent expiration of Seller, elect to the Offer. Tribune shall not provide for a subsequent offering period for the Offer in accordance with Rule 14d-11 of under the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the OfferAct. (ec) On The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having the conditions set forth in Annex I hereto. As soon as reasonably practicable on the date of commencement of the OfferOffer is commenced, Parent and Purchaser Tribune shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “"Schedule TO”") with respect to the Offer which shall that will comply in all material respects with the provisions of all applicable federal securities laws, and will contain (including as an exhibit) or incorporate by reference the offer Offer to purchase Purchase and forms of the related letter of transmittal, transmittal and summary advertisement and other ancillary documents and instruments required thereby pursuant to (which the Offer will be made (collectively documents, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under are referred to collectively herein as the Exchange Act, the “"Offer Documents”"), which shall be mailed to the holders of Company Common Shares. Tribune agrees to promptly correct the Schedule TO and the Offer Documents if and to the extent that they shall have become false or misleading in any material respect (iiand the Company, with respect to information supplied by it specifically for use in the Schedule TO or the Offer Documents, shall promptly notify Tribune of any required corrections of such information and shall cooperate with Tribune with respect to correcting such information) cause and to supplement the Schedule TO or the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, include any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and the Company shall supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents, shall promptly notify Tribune of any required corrections of such information and shall cooperate with Tribune with respect to correcting such information) and Tribune further agrees to supplement the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein that are based on such provided information, in light of the circumstances under which they were made, not misleading, and to take all steps necessary to cause the party which discovers such information shall promptly notify the other partySchedule TO, and an appropriate amendment as so corrected or supplement describing such information shall supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to the Seller Stockholdersholders of Company Common Shares, as and in each case to the extent required by applicable Law or federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by Offer Documents before they are filed with the Exchange Act to be set forth in the Offer DocumentsSEC. (fd) Parent The Offer to Purchase shall provide for an initial expiration date of 20 business days (as defined in Rule 14d-1 under the Exchange Act) from and including the date of commencement of the Offer (the "Expiration Date"). Unless this Agreement shall have been terminated pursuant to Section 9.1 hereof, Tribune agrees that it shall not, without the consent of the Company, terminate or cause withdraw the Offer or extend the expiration date of the Offer; provided, however, that without the consent of the Company, Tribune shall have the right to be provided terminate or withdraw the Offer or extend the Offer from time to Purchaser on a timely basis time, but in any event not more than 20 days, if at the funds necessary to pay for any shares then-scheduled expiration date of Seller Common Stock that Purchaser becomes obligated to purchase pursuant the Offer the conditions to the Offer and described in Annex I hereto shall cause Purchaser to fulfill its obligations under this Agreementhave not been satisfied or earlier waived.

The Offer. (a) Provided Subject to the conditions of this Agreement and provided that this Agreement shall not have been terminated in accordance with its terms pursuant to Article IX hereof VIII and none of the events set forth in clause paragraphs (iiia) through (k) of the Tender Offer Conditions Annex A hereto shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer at the Offer Price. Subject to the terms and conditions of this Agreement and to the satisfaction occurred or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)be existing, Purchaser shall, and Parent shall cause Purchaser to, (i) "commence" (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than 10 business days after initial public announcement of the execution of this Agreement and (ii) cause the Offer to remain open until the twentieth business day after such commencement of the Offer (the "Initial Expiration Date"). Purchaser shall be obligated, and Parent shall cause Purchaser, to accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock for Shares validly tendered and not properly withdrawn pursuant to the Offer and not withdrawn. (b) Upon Offer, subject only to the terms and subject to satisfaction of each of the conditions set forth in this Agreement, each of the parties Annex A hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”"Offer Conditions"). If on or prior to any then-scheduled Expiration Date, all of At the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunderCompany's request, Purchaser shall (will, and Parent shall cause Purchaser to) , extend the Offer after the Initial Expiration Date for one or more periods not to exceed an aggregate of up to 10 Business Days each until the earlier of (x) the date on which 15 business days if the Minimum Condition (as such term is defined in Annex A hereto) has not been met and all satisfied at the Initial Expiration Date. Subject to the prior satisfaction of the conditions Offer Conditions, Purchaser shall, and requirements set forth in Annex I are satisfied or waived or (y) Parent shall cause Purchaser to, consummate the date on which this Agreement is terminated Offer in accordance with Section 9.1; provided, however, that Purchaser shall its terms and accept for payment all Shares validly tendered and not be required to extend properly withdrawn by 9:00 A.M. Eastern Time on the Offer beyond next business day after the Outside Dateexpiration of the Offer. Purchaser expressly reserves the rightright to waive any Offer Condition, subject or increase the Per Share Amount payable in the Offer and to compliance with make any other changes in the Exchange Act, to waive, amend or modify any term or condition terms and conditions of the Offer in its sole discretionOffer; provided, however, that, without the prior written consent of Sellerthe Company, Purchaser shall not: , and Parent shall not permit Purchaser to, (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the Offer Price or decrease (ii) reduce the number of shares of Seller Common Stock sought pursuant Shares subject to the Offer; , (iii) impose conditions to the Offer in addition to the Offer Conditions, (iv) reduce or waive the Minimum Condition, or (v) change the Offer in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer for one or more periods of not more than 5 business days each beyond the Initial Expiration Date, if, at any scheduled expiration of the Offer, any of the Offer Conditions shall not be satisfied or waived or (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, regulation or interpretation or position of the United States Securities and Exchange Commission (the “"SEC”") or the staff thereof, applicable to the Offer (provided that Purchaser shall keep the Company reasonably informed of Purchaser's or Parent's contact with the SEC or the staff thereof with respect to the Offer). The Per Share Amount shall, or (B) subject to applicable withholding of taxes, be net to the seller in connection with an increase in cash, upon the consideration terms and subject to be paid the conditions of the Offer. Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not properly withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer so as Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable rules and regulations of Laws. Any such delay shall be effected in compliance with SEC Rule 14e-1(c) under the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to Exchange Act. Purchaser may extend the Offer not set forth in Annex I; or (v) amend any term after the acceptance of the Offer in any manner materially adverse to holders Shares thereunder for a further period of shares time by means of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for under SEC Rule 14d-11 under the Offer Exchange Act of not more than 20 business days to meet the objective that there be validly tendered, in accordance with Rule 14d-11 the terms of the Exchange Act following its acceptance Offer, prior to the expiration of the Offer (as so extended), and not withdrawn, a number of Shares which, together with Shares then beneficially owned by Parent and Purchaser and their direct and indirect subsidiaries, represents at least 90% of the then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash (the "Merger Consideration") is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly with signature guaranteed and otherwise be in proper form for transfer, and that the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of shares the Merger Consideration to a person other than the registered holder of Seller Common Stock in the Offercertificate surrendered, or shall have established to the satisfaction of Purchaser that such Taxes either have been paid or are not applicable. (eb) On the date of commencement of the Offer, Purchaser and Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all exhibits, amendments and supplements thereto, the “"Schedule TO”") with respect to the Offer which Offer. The Schedule TO and the Schedule 13E-3 (as defined in Section 1.03 below) shall comply in all material respects with the provisions of the Exchange Act, the rules and regulations promulgated thereunder and all other applicable Laws, and shall contain or shall incorporate by reference the an offer to purchase relating to the Offer (the "Offer to Purchase") and forms of the related letter of transmittal, transmittal and any related summary advertisement and other ancillary documents and instruments required thereby pursuant to which (the Schedule TO, the Offer will be made (collectively to Purchase and such other documents, together with any all exhibits, supplements , and amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under being referred to herein collectively as the Exchange Act, the “"Offer Documents”"). Each of Parent, Purchaser and (ii) cause the Company agrees to correct promptly any information provided by it for use in the Offer Documents and any Schedule 13E-3 that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule TO and any Schedule 13E-3, as so corrected, to be filed timely with the SEC, and the other Offer Documents, as so corrected, to be disseminated to the Seller Stockholders holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Purchaser shall give the Exchange Act. Seller Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents and any Schedule 13E-3 prior to their filing such documents being filed with the SEC, and SEC or disseminated to holders of Shares. Parent and Purchaser shall give reasonable provide the Company and good faith consideration to its counsel with any comments made by Seller that Parent, Purchaser or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that their counsel may be received receive from the SEC or its staff with respect to the Offer Documents and any Schedule 13E-3 promptly after the receipt thereof of such comments and prior to responding thereto, shall provide the Company and (ii) its counsel with a reasonable opportunity to provide comments on that participate in the response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentssuch comments. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement Sub shall, and Purchaser shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredcause Sub to, as promptly as reasonably practicable (practicable, but in no event later than ten (10) Business Days) after the date of this AgreementDecember 2, Parent shall cause Purchaser to 1996, commence (within the meaning of Rule 14d-2 of under the Exchange Act) an offer to purchase for cash (the Offer "OFFER") any and all of the Company's outstanding shares of common stock, par value $.01 per share (the "SHARES" or the "COMMON STOCK"), at the Offer Price. Subject a price not less than $19.09 per Share, net to the terms and conditions of this Agreement and to seller in cash (the satisfaction or waiver of "OFFER PRICE"). The Offer shall have a scheduled expiration date 20 business days following the Tender Offer Conditions set forth in Annex I (including the Minimum Condition), Purchaser commencement thereof. The Sub shall, and Parent Purchaser shall cause Purchaser Sub to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, for all such shares of Seller Common Stock validly Shares tendered pursuant to the terms of the Offer and not withdrawn. (b) Upon the terms and as soon as such actions are permitted under applicable law, subject only to the conditions set forth in Annex A hereto and shall be made pursuant to an offer to purchase (the "OFFER TO PURCHASE") containing the terms set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger Agreement and the other transactions contemplated by this Agreement. (c) The initial conditions set forth in Annex A hereto. Sub shall not, and Purchaser shall not permit Sub to, decrease the Offer Price, extend the expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, twentieth business day following commencement thereof or otherwise amend or modify any term or other condition of the Offer in its sole discretion; provided, however, that, any manner adverse to the holders of the Shares without the prior written consent of Sellerthe Company; PROVIDED, Purchaser shall not: HOWEVER, that Sub may extend the expiration date of the Offer if (i) change one or more conditions set forth in Annex A hereto shall not be satisfied or (ii) Purchaser reasonably determines, with the form prior approval of consideration payable in the Company (such approval not to be unreasonably withheld or delayed) that such extension is necessary to comply with any legal or regulatory requirements relating to the Offer, decrease . Purchaser will not tender into the Offer Price any Shares beneficially owned by it. The Company agrees that no Shares held by the Company or decrease any Subsidiary of the number of shares of Seller Common Stock sought Company will be tendered pursuant to the Offer; (ii) otherwise extend the Expiration Date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documents. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that Subject to the terms and conditions of this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurredAgreement, as promptly as reasonably practicable (but in no event later more than ten (10) Business Daysseven business days) after the date day on which the Purchaser’s intention to make the Offer is publicly announced (which announcement will be made by the Parent on May 18, 2009) (it being understood that the Purchaser’s obligation to commence the Offer within the time period described in this sentence is conditioned upon the Company’s being prepared to file the Schedule 14D-9 approximately contemporaneously with the commencement of this Agreementthe Offer as provided in Section 1.2(b)), Parent the Purchaser shall 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 to purchase any and all outstanding shares of Company Common Stock at a price of $2.64 per share, net to the seller in cash, without interest thereon (the “Offer PriceConsideration”). Subject to On the terms and conditions of this Agreement and subject to the prior satisfaction or waiver of the Tender conditions of the Offer Conditions set forth in Annex I (including and this Agreement, the Minimum Condition), Purchaser shall, shall accept for payment all shares of Company Common Stock validly tendered and Parent not properly withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer and shall cause Purchaser to, pay for all such shares of Company Common Stock promptly after acceptance. The obligation of the Expiration Date, Parent and the Purchaser to commence the Offer and to accept for payment and pay for, after giving effect to any withholding tax, all such for shares of Seller Company Common Stock validly tendered pursuant to in the Offer and not withdrawn. (b) Upon the terms and properly withdrawn shall be subject to the conditions set forth in this Agreement, each of the parties hereto agrees Annex I to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (cb) The initial expiration date of the Offer shall be on the 20th Business Day business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-then scheduled Expiration Dateexpiration date of the Offer, all any of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by the Parent or the Purchaser if permitted hereunderhereunder (other than any conditions which by their nature are to be satisfied at the Acceptance Time), the Purchaser shall (and the Parent shall cause the Purchaser to) extend the Offer for periods of up to 10 Business Days business days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser in no event shall not be required to extend the Offer be extended beyond the Outside DateDate without the prior written consent of the Company. The Offer may not be terminated prior to its scheduled expiration (as such expiration may be extended and re-extended in accordance with this Agreement), unless this Agreement is terminated in accordance with Section 9.1. The Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Sellerthe Company, the Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer Price Consideration or decrease the number of shares of Seller Company Common Stock sought pursuant to the Offer; (ii) otherwise extend the Expiration Date expiration date of the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), (B) in accordance with the second sentence of Section 1.1(b) or (BC) in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the SEC; (iii) amend or waive or amend the Minimum Condition; (iv) amend any term of the Offer in any manner adverse to holders of shares of Company Common Stock; or (v) impose any condition to the Offer not set forth in Annex I; or (v) amend any term I. If fewer than 90% of the Offer in any manner materially adverse to holders number of outstanding shares of Seller Company Common Stock. Stock are accepted for payment pursuant to the Offer (d) excluding for this purpose as shares that are tendered for payment pursuant to the Offer any shares that are tendered in the Offer pursuant to notices of guaranteed delivery), the Purchaser may, without the consent of Sellerthe Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Company Common Stock in the Offer. (ec) On the date of commencement of the Offer, the Parent and the Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which Offer. The Schedule TO shall contain or incorporate by reference the an offer to purchase and forms (the “Offer to Purchase”), a form of the related letter of transmittaltransmittal (the “Letter of Transmittal”), summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively collectively, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and The Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and the Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall comply in all material respects with the requirements of applicable U.S. federal securities laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no covenant, agreement, representation or warranty is made by the party which discovers such Parent or the Purchaser with respect to information supplied by the Company or any of its stockholders in writing for inclusion or incorporation by reference in the Offer Documents. The Parent and the Purchaser shall promptly notify take all steps necessary to cause the other party, and an appropriate amendment or supplement describing such information shall Offer Documents to be filed with the SEC and disseminated to the Seller Stockholdersholders of shares of Company Common Stock, as and to the extent required by applicable Law U.S. federal securities laws. Each of the Parent, the Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Parent and the Purchaser shall take all steps necessary to amend or supplement the Schedule TO and, as applicable, the Offer Documents and to cause the Schedule TO as so amended and supplemented to be filed with the SEC and the Offer Documents as so amended and supplemented to be disseminated to holders of shares of Company Common Stock, in each case as and to the extent required by applicable rules U.S. federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents and any amendments thereto prior to the filing thereof with the SEC or regulations dissemination to the stockholders of the Company. The Parent and the Purchaser shall provide the Company and its counsel with a copy of any stock exchangewritten comments or telephonic notification of any oral comments the Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer promptly after the receipt thereof, shall consult with the Company and its counsel prior to responding to any such comments, and shall provide the Company and its counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto of the Parent or the Purchaser or their counsel. Seller shall furnish to Each of Parent and the Purchaser all information concerning Seller required by shall respond promptly to any comments of the Exchange Act SEC or its staff with respect to be set forth in the Offer DocumentsDocuments or the Offer. (fd) The Parent shall provide or cause to be provided to the Purchaser on a timely basis the funds necessary to pay for purchase any and all shares of Seller Company Common Stock that the Purchaser becomes obligated to purchase pursuant to the Offer. (e) The Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as the Purchaser reasonably determines that it is required to deduct and shall cause Purchaser withhold with respect to fulfill its obligations the making of such payment under this Agreementthe Internal Revenue Code of 1986, as amended (the “Code”), or under any other applicable law.

The Offer. (a) Provided that nothing shall have occurred that would give rise to a right to terminate this Agreement shall not have been terminated in accordance with pursuant to Article IX hereof 8, Buyer shall, and none of the events set forth in clause (iii) of the Tender Offer Conditions shall have occurred, as promptly as reasonably practicable (but in no event later than ten (10) Business Days) after the date of this Agreement, Parent shall cause Purchaser Buyer to, use their respective reasonable best efforts to commence (within the meaning of Rule 14d-2 promulgated under the ▇▇▇▇ ▇▇▇) the Offer, for the avoidance of doubt subject to Section 7.10, as promptly as practicable following the date of this Agreement (and in any event within twenty (20) Business Days of the Exchange Actdate of this Agreement, provided that such period may be extended by up to an additional ten (10) Business Days if, in the sole discretion of Parent, such additional time is necessary to prepare financial information relating to the Transactions, including pro forma financial information, or to allow the Schedule TO and Registration Statement to be filed simultaneously with the SEC). The obligations of Buyer to, and of Parent to cause Buyer to, accept for payment, and pay for, any Shares validly tendered and not properly withdrawn pursuant to the Offer at shall be subject to the satisfaction or waiver (to the extent permitted under this Agreement) of the conditions set forth in ANNEX I (the “Offer Conditions”). The date on which Buyer commences the Offer Price. Subject is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of this Agreement and subject to the satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law or this Agreement) of the Tender Offer Conditions Conditions, Buyer shall (and Parent shall cause Buyer to), at or as promptly as practicable following the Expiration Time (but in any event within three (3) Business Days thereafter), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event within four (4) Business Days (which shall be calculated as set forth in Annex I (including Rule 14d-1(g)(3) promulgated under the Minimum Condition▇▇▇▇ ▇▇▇) thereafter), Purchaser pay (pursuant to the procedures set forth in Section 2.13) the Offer Consideration for each Share validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time (the “Closing”). The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. Buyer shall, and Parent shall cause Purchaser Buyer to, promptly after cause the Expiration Date, accept for payment and Exchange Agent to pay for, after giving effect to any withholding tax, all such shares the Offer Consideration payable in respect of Seller Common Stock validly tendered each Share pursuant to the first sentence of this Section 2.01(b), net of any applicable withholding Taxes with respect to the Offer and not withdrawn. (b) Upon Consideration pursuant to Section 2.12, to the holder of such Share as of the Acceptance Time, without interest, on the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser Buyer expressly reserves the rightright at any time to, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion, waive, in whole or in part, any of the Offer Conditions and to make any change in the terms of, or conditions to, the Offer; provided, however, that, without the prior written consent of Sellerthe Company, Purchaser Buyer shall not:not (and Parent shall cause Buyer not to): (i) waive or change the Minimum Condition (except to the extent permitted by the proviso in paragraph (A) of ANNEX I); (ii) decrease the Offer Consideration; (iii) change the form of consideration payable to be paid in the Offer, decrease the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to the Offer; (iiiv) decrease the number of Shares sought in the Offer; (v) extend or otherwise extend change the Expiration Date Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or otherwise amend, modify or supplement any of the Offer except Conditions or terms of the Offer in a manner adverse to the holders of Shares. (Ad) The Offer shall initially expire at the later of (i) 4:00 p.m. (New York City time), or at such other time as required by applicable law the Parties may mutually agree in writing, at the end of the twenty-first (including 21st) Business Day (calculated in accordance with Rule 14d-1(g)(3) under the ▇▇▇▇ ▇▇▇) following the commencement of the Offer and (ii) 4:00 p.m. (New York City time) on the date that is six (6) Business Days after the date of the EGM (such initial expiration date and time of the Offer, the “Initial Expiration Time”) or, if the Offer has been extended pursuant to and in accordance with Section 2.01(e), the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later expiration date and time to which the Offer has been so extended, the “Expiration Time”). (e) Subject to Article 8, Buyer may or shall (in which case Parent shall cause Buyer to), as applicable, extend the Offer from time to time as follows: (i) Buyer shall (and Parent shall cause Buyer to) extend the Offer for any the minimum period as required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (SEC, the “SEC”) staff thereof or the staff thereof)NYSE applicable to the Offer; (ii) if, at the then-scheduled Expiration Time, any of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall (and Parent shall cause Buyer to) extend the Offer on one or more occasions in connection consecutive periods of at least five (5) Business Days and up to ten (10) Business Days each (with an increase each such period to end at 4:00 p.m. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company) in order to permit the consideration satisfaction of such Offer Condition(s); provided, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time, the Offer Condition set forth in paragraph (B), paragraph (C), paragraph (K) or paragraph (L) of ANNEX I is not reasonably likely to be paid satisfied within such extension period, then Buyer may further extend the Offer on such occasion for periods of more than ten (10) Business Days and up to twenty (20) Business Days; provided further, that (x) Buyer shall not be required to extend the Offer to a date later than the End Date (as the End Date may be extended pursuant to Section 8.01(b)(i)) and (y) if the sole then-unsatisfied Offer Condition is the Minimum Condition, Buyer shall not be required or permitted (without the consent of the Company) to extend the Offer so on more than three (3) occasions, provided that the first two such occasions shall be for a period of at least five (5) Business Days and up to ten (10) Business Days and the third such occasion shall be for a period of ten (10) Business Days (with each such period to end at 4:00 p.m. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to comply with applicable rules in writing by Parent, Buyer and regulations the Company); provided, further, that notwithstanding the foregoing proviso, if the Company elects to hold a Subsequent EGM, then Buyer shall extend the Offer until the date that is six (6) Business Days after the date of the SEC;Subsequent EGM; or (iii) waive or amend the Minimum Condition; (iv) impose any condition to Buyer may extend the Offer not set forth to such other date and time as may be mutually agreed by Parent and the Company in Annex I; or (v) amend any term of the Offer in any manner materially adverse to holders of shares of Seller Common Stockwriting. (df) Purchaser mayFollowing the Acceptance Time, without Buyer shall (and Parent shall cause Buyer to) (and the consent of Seller, elect to Offer Documents shall so indicate) provide a subsequent offering period for the Offer (“Subsequent Offering Period”) in accordance with Rule 14d-11 promulgated under the 1934 Act of not less than three (3) Business Days (which shall be calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act 1934 Act). (g) The Offer may not be terminated prior to the Initial Expiration Time or the then-scheduled Expiration Time (as the same may be extended pursuant to Section 2.01(e)) unless this Agreement is validly terminated pursuant to Section 8.01. If this Agreement is validly terminated pursuant to Section 8.01, Buyer shall (and Parent shall cause Buyer to) promptly (and in any event within twenty-four (24) hours following its such valid termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement by Buyer prior to the acceptance for payment of shares of Seller Common Stock in and payment for Shares tendered pursuant to the Offer, Buyer shall (and Parent shall cause Buyer to) promptly return, and shall cause any depositary acting on behalf of Buyer to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. Nothing in this Section 2.01(g) shall affect any termination rights under Article 8. (eh) On As soon as practicable on the date of commencement of the OfferOffer Commencement Date, Parent and Purchaser Buyer shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer ), which shall contain or incorporate by reference the an offer to purchase and forms of the a related letter of transmittal, summary advertisement transmittal and other appropriate ancillary offer documents required to be included therein (such Schedule TO and instruments required thereby the documents included therein pursuant to which the Offer will be made (collectively made, together with any amendments or supplements , amendments thereto and including exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and holders of Shares to the extent required by applicable United States federal securities Laws and any other applicable Law and (iii) file with the Exchange ActSEC a registration statement on Form S-4 to register under the 1933 Act the offer and sale of Parent Common Stock pursuant to the Offer, which shall include a preliminary prospectus containing the information required under Rule 14d-4(b) under the 1934 Act (together with any amendments thereof or supplements thereto, the “Offer Prospectus”) and a proxy statement to be mailed to the stockholders of Parent relating to the Parent Stockholder Meeting (together, with any amendments thereof or supplements thereto, the “Parent Proxy”, and together with the Offer Prospectus and the registration statement, the “Registration Statement”). Seller Until the End Date, or any earlier termination of this Agreement in accordance with Section 8.01, Parent shall, with the Company’s reasonable cooperation, use its reasonable best efforts to (i) have the Registration Statement declared effective under the 1933 Act as promptly as practicable after its filing, (ii) ensure that the Registration Statement complies in all material respects as to form and content with the requirements of the applicable provisions of the 1933 Act and the 1934 Act and the rules and regulations promulgated thereunder and other applicable Law and (iii) keep the Registration Statement effective for so long as necessary to complete the Share Issuance. Parent shall notify the Company promptly of the time when the Registration Statement has become effective or any supplement or amendment to the Registration Statement has been filed, and of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Offer for offering or sale in any jurisdiction. The Company shall promptly furnish to Parent and Buyer all information concerning the Company required by the 1934 Act and applicable Law, or as reasonably requested by Parent, to be set forth in the Offer Documents and Offer Prospectus. Each of Parent and Buyer, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for inclusion or incorporation by reference in the Schedule TO, the Offer Documents and the Registration Statement (including the Offer Prospectus and Parent Proxy) if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. Parent and Buyer shall use their reasonable best efforts to cause the Schedule TO and the Registration Statement as so corrected to be filed with the SEC and the Offer Documents and Offer Prospectus as so corrected to be disseminated to the holders of Shares, in each case to the extent required by applicable United States federal securities Laws and any other applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO, the Offer Documents prior to their filing and the Registration Statement (including the Offer Prospectus and Parent Proxy), as well as any written communications with the SEC in connection with the Transactions each time before any such document is filed with the SEC or any such written communication is shared with the SEC, and Parent and Purchaser Buyer shall give reasonable include all comments proposed by the Company and good faith consideration its counsel and reasonably acceptable to any comments made by Seller or its counselParent and Buyer. Parent and Purchaser agree to Buyer shall provide Seller the Company and its counsel with (iA) any comments or other communications, whether written or oral, that Parent and Buyer or their counsel may be received receive from time to time from the SEC or its staff or other Governmental Authorities in connection with the Transactions, including with respect to the Schedule TO, the Offer Documents or the Registration Statement (including the Offer Prospectus and Parent Proxy) promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of Parent and Buyer to those comments and to provide comments on that response (and Parent and Buyer shall include all comments proposed by the Company and its counsel and reasonably acceptable to Parent and Buyer), including by participating with Parent and Buyer or their counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities. In the event that Parent or Buyer receives any comments from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser Schedule TO or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents such Party shall not contain any untrue statement of a material fact or omit use its reasonable best efforts to state any material fact required respond as promptly as practicable to be stated therein or necessary in order such comments and to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed consult with the SEC and disseminated Company with respect to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentssuch response. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article IX hereof VII and (ii) none of the events or conditions set forth in clause (iii) of the Tender Offer Conditions Annex A shall have occurredoccurred or be existing and not have been waived, as promptly as reasonably practicable (but in no any event not later than ten five (105) Business Days) business days after the date public announcement of the execution and delivery of this Agreement), Parent Purchaser shall 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 purchase for cash all of the Shares at the Per Share Amount (subject to reduction for any stock transfer taxes payable by the holders of such Shares, 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 (within the meaning of Rule 14d-1(c) under the Exchange Act) , in which case references herein to Purchaser will be deemed to apply to such Subsidiary, as applicable). Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least twenty (20) business days after the commencement of the Offer Price(such period, the “First Offer Period”). In the event that the Minimum Condition has not been satisfied pursuant to the Offer during the First Offer Period, Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least ten (10) business days after the expiration of the First Offer Period (such period, the “Second Offer Period” and together with the First Offer Period, the “Offer Period”). In the event that, immediately prior to the Expiration Date, the Minimum Condition has not been met, the Company shall have the right to require Purchaser to extend the Expiration Date for an additional period not to exceed twenty (20) business days. (b) The obligation of Parent to cause Purchaser to consummate the Offer and to accept for payment and to pay for Shares validly tendered in the Offer and not validly withdrawn in accordance therewith will be subject to, and only to, those conditions set forth in Annex A hereto (the “Offer Conditions”). Subject to the terms and conditions of this Agreement and to the prior satisfaction or waiver of the Tender Offer Conditions set forth in Annex I (including the Minimum Condition)Conditions, Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment payment, and pay for, after giving effect to any withholding taxin accordance with the terms of the Offer, all such shares of Seller Common Stock Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn. (b) Upon as soon as practicable after the terms and subject to the conditions set forth in this Agreement, each expiration of the parties hereto agrees to use its reasonable best efforts to takeFirst Offer Period or the Second Offer Period (as applicable), or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other transactions contemplated by this Agreement. (c) The initial expiration date of the Offer shall be on the 20th Business Day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended including any extensions thereof pursuant to this Section 1.1(c), may expire shall be referred to as Agreement (the “Expiration Date”). If on or prior to any then-scheduled Expiration DateNotwithstanding the foregoing, all if between the date of the conditions to this Agreement and the Offer (including Completion Date the Minimum Condition and all other conditions and requirements set forth in Annex I) outstanding Shares shall not have been satisfiedchanged into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or waived by Parent 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 Purchaser if permitted hereunder, Purchaser shall exchange of shares. (and Parent shall cause Purchaser toc) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated in accordance with Section 9.1; provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject right to compliance with modify the Exchange Act, to waive, amend or modify any term or condition terms of the Offer in its sole discretion; providedOffer, however, except that, without the prior written consent of Sellerthe Company, Purchaser shall will not: , and Parent will cause Purchaser not to, (i) decrease or change the form of consideration payable the Per Share Amount, (ii) decrease the number of Shares sought in the Offer, decrease (iii) amend or waive the Minimum Condition, or impose conditions other than the Offer Price or decrease the number of shares of Seller Common Stock sought pursuant to Conditions on the Offer; , (iiiv) otherwise extend the Expiration Date of the Offer Date, except (A) as required by applicable law Law and (B) that, in the event that any Offer Condition is not satisfied or waived at the time that the Expiration Date would otherwise occur, Purchaser may, in its sole discretion, extend the Expiration Date for such period as it may determine to be appropriate (but not beyond the Outside Date), or (v) amend any term of the Offer in any manner materially adverse to the Shareholders (including without limitation amendments resulting in any extension which would be inconsistent with the preceding provisions of this sentence); provided, however, that Purchaser may, without the consent of the Company and in its sole discretion, (A) subject to applicable legal requirements, waive any Offer Condition, other than the Minimum Condition, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant thereof applicable to the Offer so as to comply with applicable rules and regulations of the SEC; Offer; (iiiC) waive or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or (v) amend any term of extend the Offer in any manner materially adverse to holders of shares of Seller Common Stock. (d) Purchaser may, without the consent of Seller, elect order to provide sufficient time (but not beyond the Outside Date) to respond to any matter hereafter arising and required to be disclosed to Parent pursuant to Section 5.3(c)(i) and (ii); and (D) extend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period for under Rule 14d-11 promulgated under the Offer Exchange Act of not more than twenty (20) business days to meet the objective (which is not a condition to the Offer) that there be validly tendered, in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement terms of the Offer, Parent and Purchaser shall (i) file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase and forms of the related letter of transmittal, summary advertisement and other ancillary documents and instruments required thereby pursuant to which the Offer will be made (collectively with any supplements , amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders as and to the extent required by the Exchange Act. Seller and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller or its counsel. Parent and Purchaser agree to provide Seller with (i) any comments or other communications, whether written or oral, that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto, and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any expiration date of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the Offer Documents(as so extended) and not withdrawn a number of Shares which, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintogether with Shares owned by Parent and Purchaser, in light represents at least 90% of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be filed with the SEC and disseminated to the Seller Stockholders, as and to the extent required by applicable Law or any applicable rules or regulations of any stock exchange. Seller shall furnish to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in the Offer Documentsoutstanding Shares. (f) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any shares of Seller Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser to fulfill its obligations under this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof Section 9.1 and none of the events set forth Company is prepared in clause (iiiaccordance with Section 2.2(a) of to file with the Tender Offer Conditions shall have occurredSEC, and to disseminate to the Stockholders, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as reasonably practicable (but in no event later than ten (10) 10 Business Days) after the date of this Agreementhereof, Merger Sub shall, and Parent shall cause Purchaser to Merger Sub to, commence (within the meaning of Rule 14d-2 of under the Exchange Act), the Offer. (b) 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 pursuant to the Offer at the Offer Price. Subject are subject to the terms and conditions of this Agreement and to the satisfaction or waiver (as provided in Section 2.1(c) below) of the Tender Offer Conditions conditions set forth in Annex I (including the Minimum Condition“Offer Conditions”), Purchaser shall, and Parent shall cause Purchaser to, promptly after the Expiration Date, accept for payment and pay for, after giving effect to any withholding tax, all such shares of Seller Common Stock validly tendered pursuant to the Offer and not withdrawn. (b) Upon . On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) promptly on or after the Expiration Date (and in any event within three business days (calculated as set forth in this Agreement, each Rule 14d-1(g)(3) under the Exchange Act)). The acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the parties hereto agrees Offer is referred to use its reasonable best efforts in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to takein this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be takenprovided, to Merger Sub on a timely basis funds necessary to purchase and pay for any and all actions shares of Company Common Stock that are necessary, proper or advisable Merger Sub becomes obligated to consummate accept for payment and make effective purchase pursuant to the Offer. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective controlled Affiliates shall, tender any shares of Company Common Stock held by them into the Merger and the other transactions contemplated by this AgreementOffer. (c) The initial expiration date Parent and Merger Sub expressly reserve the right to waive any of the Offer shall be on Conditions other than the 20th Business Day after commencement Minimum Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer (determined not inconsistent with the terms of this Agreement; provided that, unless otherwise provided in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (the latest time and date as the Offer, as it may be extended pursuant to this Section 1.1(c), may expire shall be referred to as the “Expiration Date”). If on or prior to any then-scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and all other conditions and requirements set forth in Annex I) shall not have been satisfied, or waived by Parent or Purchaser if permitted hereunder, Purchaser shall (and Parent shall cause Purchaser to) extend the Offer for periods of up to 10 Business Days each until the earlier of (x) the date on which the Minimum Condition has been met and all of the conditions and requirements set forth in Annex I are satisfied or waived or (y) the date on which this Agreement is terminated or previously approved by the Company in accordance with Section 9.1; providedwriting, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. Purchaser expressly reserves the right, subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of Seller, Purchaser Parent and Merger Sub shall not: : (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the Offer Price or decrease the maximum number of shares of Seller Company Common Stock subject to or sought pursuant to be purchased in the Offer; , (iiiii) otherwise extend the Expiration Date of impose conditions on the Offer except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof), or (B) in connection with an increase in the consideration to be paid pursuant addition to the Offer so as Conditions or amend, modify or supplement any condition in a manner adverse to comply with applicable rules and regulations of the SEC; Stockholders, (iiiiv) waive waive, modify or amend the Minimum Condition; (iv) impose any condition to the Offer not set forth in Annex I; or , (v) amend any other term of the Offer in any a manner that is materially adverse to holders of shares of Seller Common Stockthe Stockholders or (vi) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated or withdrawn in accordance with Section 9.1. (d) Purchaser may, without the consent of Seller, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act following its acceptance for payment of shares of Seller Common Stock in the Offer. (e) On the date of commencement of the OfferOffer is commenced, Merger Sub shall, and Parent and Purchaser shall (i) cause Merger Sub to, file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer, which Tender Offer which Statement shall contain or incorporate by reference the include an offer to purchase and forms of the related purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and instruments required thereby the documents included therein pursuant to which the Offer will be made (collectively made, together with any supplements , or amendments and exhibits thereto, and all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, the “Offer Documents”), ) and (ii) cause the Offer Documents to be disseminated to the Seller Stockholders to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply in all material respects with the Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company Subsidiaries and the Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of the Offer to the record and beneficial Stockholders. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Exchange Act. Seller Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Seller (including a summary of any oral comments) that Parent, Merger Sub or its counsel. Parent and Purchaser agree their counsel may receive from time to provide Seller with (i) any comments or other communications, whether written or oral, that may be received time from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof of such comments. Except from and prior after a Company Adverse Recommendation Change or in connection with any disclosures by Parent or Merger Sub in response to responding theretoany public announcement expressly permitted by Section 7.8(f), and (ii) a reasonable opportunity to provide comments on that response (to which reasonable and good faith consideration shall be given). If at any time prior to the Effective Time, filing of the Offer Documents (including any information relating to the Offer, the Merger, Seller, Parent, Purchaser or any of their respective Affiliates, should be discovered by Seller or Parent which should be set forth in an amendment or supplement thereto) with the SEC or dissemination thereof to the Stockholders, or responding to any comments of the SEC with respect to the Offer Documents, so that 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 best efforts to respond promptly to any such SEC comments. (e) Unless extended or earlier terminated pursuant to and in accordance with the terms of this Agreement, the Offer Documents 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) following the commencement of the Offer (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 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 Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if on the then-effective Expiration Date, the Minimum Condition has not contain been satisfied or any untrue statement of a material fact the other Offer Conditions have not been satisfied or omit to state any material fact required waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of not more than 10 Business Days each (the length of such period to be stated therein determined by Parent and Merger Sub in their discretion), or necessary for such longer period as the parties may agree in order to make permit the statements thereinsatisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any Offer Conditions, in light of other than the circumstances under which they are madeMinimum Condition); provided that, if all Offer Conditions other than the Minimum Condition have been satisfied or waived, Merger Sub shall not misleading, be required to extend the party which discovers such information shall promptly notify the other partyOffer pursuant to this clause (i) for more than 20 Business Days and (ii) Merger Sub shall, and an appropriate amendment or supplement describing such information Parent shall be filed with cause Merger Sub to, extend the SEC and disseminated to Offer for the Seller Stockholders, as and to the extent minimum period required by applicable Law Law, interpretation or position of the SEC or its staff or NASDAQ or its staff; provided that Merger Sub shall not in any applicable rules or regulations of any stock exchange. Seller shall furnish event be required to Parent and Purchaser all information concerning Seller required by the Exchange Act to be set forth in extend the Offer Documents. (f) beyond the Outside Date. In the event that this Agreement is validly terminated pursuant to Section 9.1, Merger Sub shall, and Parent shall provide or cause to be provided to Purchaser on a timely basis Merger Sub to, promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the funds necessary to pay for Offer, shall not acquire any shares of Seller Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer and shall cause Purchaser any depositary acting on behalf of Merger Sub to fulfill its obligations under this Agreementreturn, in accordance with applicable Law, all Tendered Shares to the registered holders thereof.