Common use of Valid Tender of Shares Clause in Contracts

Valid Tender of Shares. Except as set forth below, in order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i) certificates representing tendered Shares must be received by the Depositary, or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the guaranteed delivery procedures set forth below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees

Valid Tender of Shares. Except as set forth belowNo alternative, in conditional or contingent tenders will be accepted. In order for a Santarus stockholder validly to tender Shares to be validly tendered pursuant to the Offer, the Letter stockholder must follow one of Transmittal (or the following procedures: • for Shares held as physical certificates, the Share Certificates evidencing tendered Shares, a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to before the Expiration Date and either (i) certificates representing tendered Date; • for Shares must be received by the Depositary, or such Shares must be tendered pursuant to the procedure for held in book-entry transfer set forth below and form, either a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the guaranteed delivery procedures set forth below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transferlieu of such Letter of Transmittal, and any other required documents mustdocuments, in any case, must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below and a Book-Entry Confirmation must be received by the Depositary, in each case before the Expiration Date; or • the tendering stockholder must comply with the guaranteed delivery procedures described below before the Expiration Date. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder, and the delivery will be deemed made only when actually received by the Depositary (including, in the case of a book-entry transfer, receipt of a Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. If you wish to tender your Shares pursuant to the Offer and you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact such person and give instructions that your Shares be tendered prior to the Expiration Date. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer, or as well as the guaranteed delivery procedure set forth below must be complied withtendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal, and that when the Acceptance Time occurs, we will acquire good and unencumbered title, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesOur acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the (a) a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof)) in accordance with the instructions of the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary Mellon Investor Services at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ix) certificates representing Shares tendered Shares must be received by the Depositary, delivered to Mellon Investor Services or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by Mellon Investor Services (which confirmation must include an Agent's Message if the Depositarytendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term "Agent's Message" means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by LaSalle Bank to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Mellon Investor Services and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that LaSalle Bank has received an express acknowledgment from the participant in LaSalle Bank tendering the Shares at which are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares to be validly tendered pursuant to in the Offer, the (a) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executedexecuted in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of SharesShares through DTC, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i) certificates representing Shares tendered must be delivered to the Depositary, (ii) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (iii) tendered Shares must be received by the Depositary, or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i) certificates representing tendered Shares must be received by the Depositary, or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the guaranteed delivery procedures set forth below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesGuarantees No signature guarantee is required on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered therewith and such registered holder has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible Institution" and, collectively, "Eligible Institutions"). In all other cases, all signatures on Letters of Transmittal must be guaranteed by an Eligible Institution. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made, or certificates for Shares not tendered or not accepted for payment are to be returned, to a person other than the registered holder of the certificates surrendered, then the tendered certificates for such Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed as aforesaid.

Valid Tender of Shares. Except as set forth below, in In order for you to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase on (a) a properly completed and duly executed Letter of Transmittal (or prior to facsimile thereof) or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Expiration Date Letter of Transmittal and either (ib) certificates representing for the Shares to be tendered Shares must be received by the Depositary, or delivery of such Shares must be tendered pursuant to the procedure procedures for book-entry transfer set forth described below (and a Book-Entry Confirmation must be received by confirmation of such delivery including an Agent’s Message if the Depositarytendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to by the Expiration Date, or (ii) the guaranteed delivery procedures set forth procedure described below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes method of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into Shares, the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. HoweverLetter of Transmittal and all other required documents, although including delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, is at your sole option and risk, and delivery of your Shares will be deemed made only when actually received by the Letter Depositary (including, in the case of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents mustby book-entry confirmation). If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in any case, time to be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date. The valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, or as well as your representation and warranty that (i) you own the guaranteed delivery procedure set forth below must be complied withShares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer Table of Contents the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesOur acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or i) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of TransmittalTransmittal and any other customary documents required by the Depositary, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Offer Expiration Date Time and either (ia) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (b) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Offer Expiration DateTime, or (ii) the tendering stockholder must visit xxx.xxxxxxxxxxxxxxx.xxx (the “Offer Website”) and using the account and control codes printed on the Letter of Transmittal, sign in and follow the directions on the site and enter instructions (“Electronic Instructions”) or (iii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesterm “

Valid Tender of Shares. Except as set forth below, in In order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (in connection with a the case of any book-entry delivery of Shares, transfer) and any other documents required by the Letter of Transmittaldocuments, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i) certificates representing the Share Certificates evidencing tendered Shares must be received by the Depositary, Depositary at one of such addresses or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth described below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below must be complied withdescribed below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERSHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees.

Valid Tender of Shares. Except as set forth below, in In order for Shares to be validly tendered pursuant to the Offer, a stockholder must, prior to the Letter of Transmittal Expiration Date, either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by i) deliver to the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on (a) a properly completed and duly executed Letter of Transmittal (or prior a manually signed facsimile thereof) with any required signature guarantees or an Agent's Message (as defined below) in connection with a book-entry transaction, (b) the certificates representing Shares to be tendered (the "Certificates") or timely confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility and (c) any other documents required to be included with the Letter of Transmittal under the terms and subject to the Expiration Date conditions thereof and either (i) certificates representing tendered of this Offer to Purchase, and, if applicable, cause such stockholder's broker, dealer, commercial bank or trust company to tender applicable Shares must be received by the Depositary, or such Shares must be tendered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) comply with the guaranteed delivery procedures set forth below must be complied withdescribed below. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESCERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares to be validly tendered pursuant to in the Offer, the (i) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executedexecuted in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of SharesShares through DTC, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ia) certificates representing Shares tendered must be delivered to the Depositary, (b) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares or (c) tendered Shares must be received by the Depositary, or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (ii) you must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or i) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of TransmittalTransmittal and any other customary documents required by the Depositary, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on prior to the expiration of the Offer and either (a) certificates representing Shares tendered must be delivered to the Depositary or (b) such Shares must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case, prior to the Expiration Date and either (i) certificates representing tendered Shares must be received by the Depositary, or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at which are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ix) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states (i) that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at which are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal and (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by ii) that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares to be validly tendered pursuant to in the Offer, the (a) a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executedexecuted in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of SharesShares through DTC, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i) certificates representing Shares tendered must be delivered to the Depositary, (ii) the Letter of Transmittal must indicate the tender of Direct Registration Book-Entry Shares (as defined in this Offer to Purchase) or (iii) tendered Shares must be received by the Depositary, or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted through electronic means by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (and that Purchaser may enforce such agreement against the participant. Stockholders holding Shares in a brokerage account or facsimile thereof)otherwise through a broker, properly completed dealer, commercial bank, trust company or other nominee, must contact their broker, dealer, commercial bank, trust company or such other nominee in order to tender their Shares. If a broker, dealer, commercial bank, trust company or other nominee holds a stockholder’s Shares, it is likely that they will have an earlier deadline for the stockholder to act to instruct them to accept the Offer. Stockholders who hold Shares through nominee stockholders are urged to immediately contact their nominee to find out its deadline. Stockholders who hold Shares through nominee stockholders are also urged to consult their nominees to determine whether any charges may apply if stockholders tender Shares through such nominees and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior not directly to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesDepositary.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the (a) a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof)) in accordance with the instructions of the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ix) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message transmitted by DTC to, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERand received by, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system subject of the Book-Entry Transfer Facility may make book-entry delivery Confirmation that the participant has received and agrees to be bound by the terms of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce that agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary and Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i1) any certificates representing Shares tendered must be delivered to the Depositary and Paying Agent or (2) those Shares must be received by the Depositary, or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of that delivery received by the DepositaryDepositary and Paying Agent (which confirmation must include an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term "Agent's Message" means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The the Depositary will make and Paying Agent and forming a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes part of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal Confirmation (or facsimile thereofas defined below), properly completed which states (x) that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of that Book-Entry Confirmation that such participant has received and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, agrees to be transmitted to and received bound by the Depositary at one terms of its addresses set forth on the back cover of this Offer to Purchase on or prior to and (y) that the Expiration Date, or Offeror may enforce that agreement against the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or i) either (x) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together if your Shares are held in book-entry form on the books of the Company or the Depositary, with any required signature guarantees, or (y) an Agent's ’s Message (as defined below), if your Shares are held directly or indirectly through DTC, including by any financial institution that is a participant in connection DTC’s systems, in each case of clauses (x) and (y), together with a book-entry delivery of Shares, and any other documents required by the Letter of TransmittalTransmittal (if applicable) and any other customary documents required by the Depositary, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on prior to the expiration of the Offer and such Shares must be properly delivered pursuant to the procedures described below and a confirmation of such delivery received by the Depositary (which confirmation must include an Agent’s Message (as defined below) if the tendering stockholder’s Shares are held directly or indirectly through DTC), in each case, prior to the Expiration Date and either (i) certificates representing tendered Shares must be received by the Depositary, or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILacting as nominee to, REGISTERED MAIL WITH RETURN RECEIPT REQUESTEDand received by, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at which are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation (as defined below) that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for you to validly tender Shares to be validly tendered pursuant to in the Offer, the Letter of Transmittal (or a) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ix) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term "Agent's Message" means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in In order for Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (in connection with a the case of any book-entry delivery of Sharestransfer), and any other documents required by the Letter of Transmittaldocuments, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (i) certificates representing the Share Certificates evidencing tendered Shares must be received by the Depositary, Depositary at one of such addresses or such Shares must be tendered pursuant to the procedure for book-entry transfer set forth described below and a Book-Entry Confirmation must be received by the Depositary, in each case on or prior to the Expiration Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below must be complied withdescribed below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERSHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date expiration time of the Offer and either (ix) certificates representing Shares tendered must be delivered to the Depositary or (y) these Shares must be received by the Depositary, or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Dateexpiration time of the Offer, or (iib) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in In order for you to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase on (a) a properly completed and duly executed Letter of Transmittal (or prior to facsimile thereof) or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Expiration Date Letter of Transmittal and either (ib) certificates representing for the Shares to be tendered Shares must be received by the Depositary, or delivery of such Shares must be tendered pursuant to the procedure procedures for book-entry transfer set forth described below (and a Book-Entry Confirmation must be received by confirmation of such delivery including an Agent’s Message if the Depositarytendering shareholder has not delivered a Letter of Transmittal), in each case on or prior to by the Expiration DateTime, or (ii) the guaranteed delivery procedures set forth procedure described below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes method of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into Shares, the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. HoweverLetter of Transmittal and all other required documents, although including delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, is at your sole option and risk, and delivery of your Shares will be deemed made only when actually received by the Letter Depositary (including, in the case of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents mustby book-entry confirmation). If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in any case, time to be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration DateTime. The valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, or as well as your representation and warranty that (i) you own the guaranteed delivery procedure set forth below must be complied withShares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Table of Contents Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesOur acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. Except as set forth belowNo alternative, in conditional or contingent tenders will be accepted. In order for an FFE shareholder to validly tender Shares to be validly tendered pursuant to the Offer, the Letter shareholder must follow one of Transmittal (or the following procedures: · for Shares held as physical certificates, the certificates representing tendered Shares, a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal for Shares, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of TransmittalTransmittal for Shares, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to Disclosure Document before the Expiration Date and either Time (i) unless the tender is made during a subsequent offering period, if one is provided, in which case the certificates representing tendered Shares, the Letter of Transmittal for Shares and other documents must be received by before the Depositary, or expiration of such subsequent offering period); · for Shares must be tendered pursuant to the procedure for held in book-entry transfer set forth below and a Book-Entry Confirmation must be received by form through the Depositary, in each case on or prior to Depositary Trust Company (the Expiration Date, or (ii) the guaranteed delivery procedures set forth below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such “Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof”), either a properly completed and duly executedexecuted Letter of Transmittal for Shares, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transferlieu of such Letter of Transmittal for Shares, and any other required documents mustdocuments, in any case, must be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior Disclosure Document, and such Shares must be delivered according to the book-entry transfer procedures described below under “Book-Entry Transfer of Shares” and a Book-Entry Confirmation must be received by the Depositary, in each case before the Expiration DateTime (unless the tender is made during a subsequent offering period, if one is provided, in which case the Letter of Transmittal for Shares or an Agent’s Message in lieu of such Letter of Transmittal for Shares, and other documents must be received before the expiration of such subsequent offering period); · the tendering shareholder described above must comply with the guaranteed delivery procedure procedures described below under “Guaranteed Delivery” before the Expiration Time; or · for FFE Restricted Shares held in book-entry form through the Depositary, a properly completed and duly executed Letter of Transmittal, and any other required documents must be received by the Depositary at one of its addresses set forth below must on the back cover of this Disclosure Document. The restricted nature of the uncertificated FFE Restricted Shares should be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesnoted on the Letter of Transmittal in place of the certificate number.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or a) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ix) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering shareholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) the tendering shareholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at which are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, (i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof)) in accordance with the instructions of the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date Transmittal and either (ix) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (ii) you must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term "Agent's Message" means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at which are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for Shares to be validly tendered pursuant in response to the Offer, the (a) a Letter of Transmittal (or a facsimile thereof)of one, properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittaldocuments, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date Time; and (b) either (i) the certificates representing the tendered Shares must be received by the Depositary, or such Depositary along with the Letter of Transmittal; (ii) the Shares must be tendered pursuant to using the procedure for book-entry transfer set forth below described below, and a the Book-Entry Confirmation must be received by the Depositary, in each case on or Depositary prior to the Expiration Date, Time; or (iiiii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withdescribed below. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESSHARE CERTIFICATES, THE LETTER OF TRANSMITTAL TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY . ITEMS WILL BE DEEMED MADE DELIVERED ONLY WHEN THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees.

Valid Tender of Shares. Except as set forth below, in In order for you to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase on (a) a properly completed and duly executed Letter of Transmittal (or prior to facsimile thereof) or Agent's Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Expiration Date Letter of Transmittal and either (ib) certificates representing for the Shares (including, if the Distribution Date occurs, certificates for the Rights) to be tendered Shares must be received by the Depositary, or delivery of such Shares must be tendered (including, if the Distribution Date occurs, such Rights) pursuant to the procedure procedures for book-entry transfer set forth described below (and a Book-Entry Confirmation must be received by confirmation of such delivery including an Agent's Message if the Depositarytendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to by the Expiration Date, or (ii) the guaranteed delivery procedures set forth procedure described below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes method of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into Shares, the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. HoweverLetter of Transmittal and all other required documents, although including delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, is at your sole option and risk, and delivery of your Shares will be deemed made only when actually received by the Letter Depositary (including, in the case of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents mustby book-entry confirmation). If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in any case, time to be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date. The valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, or as well as your representation and warranty that (i) you own the guaranteed delivery procedure set forth below must be complied withShares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesOur acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal (or 1) a facsimile thereof), properly completed and duly executedexecuted Letter of Transmittal in accordance with the instructions of the Letter of Transmittal, together with any required signature guarantees, or an Agent's Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ia) certificates representing Shares tendered must be delivered to the Depositary or (b) those Shares must be received by the Depositary, or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of that delivery received by the DepositaryDepositary (which confirmation must include an Agent's Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (ii2) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term "Agent's Message" means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The the Depositary will make and forming a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes part of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer FacilityConfirmation (as defined below), which states (1) that DTC has received an express acknowledgment from the participant in DTC tendering the Shares which are the subject of that Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by 2) that Purchaser may enforce that agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, the (a) a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof)) in accordance with the instructions of the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date expiration time of the Offer and either (ix) certificates representing Shares tendered must be delivered to the Depositary or (y) these Shares must be received by the Depositary, or such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Dateexpiration time of the Offer, or (iib) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in order for you validly to tender Shares to be validly tendered pursuant to in the Offer, the (a) a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof)) in accordance with the instructions of the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ix) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering shareholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (iib) you must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at that are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that Purchaser may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.

Valid Tender of Shares. Except as set forth below, in In order for you to validly tender Shares to be validly tendered pursuant to the Offer, the Letter of Transmittal either (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase on (a) a properly completed and duly executed Letter of Transmittal (or prior to facsimile thereof) or Agent’s Message (as defined below) in lieu of a Letter of Transmittal and any other documents required by the Expiration Date Letter of Transmittal and either (ib) certificates representing for the Shares to be tendered Shares must be received by the Depositary, or delivery of such Shares must be tendered pursuant to the procedure procedures for book-entry transfer set forth described below (and a Book-Entry Confirmation must be received by confirmation of such delivery including an Agent’s Message if the Depositarytendering stockholder has not delivered a Letter of Transmittal), in each case on or prior to by the Expiration Date, or (ii) the guaranteed delivery procedures set forth procedure described below must be complied with. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Transfer The Depositary will make a request to establish accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes method of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into Shares, the Depositary's account at such Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility's procedures for such transfer. HoweverLetter of Transmittal and all other required documents, although including delivery of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, is at your sole option and risk, and delivery of your Shares will be deemed made only when actually received by the Letter Depositary (including, in the case of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents mustby book-entry confirmation). If certificates for Shares are sent by mail, we recommend registered mail with return receipt requested, properly insured, in any case, time to be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date. The valid tender of Shares pursuant to any one of the procedures described above will constitute your acceptance of the Offer, or as well as your representation and warranty that (i) you own the guaranteed delivery procedure set forth below must be complied withShares being tendered within the meaning of Rule 14e-4 under the Exchange Act, (ii) the tender of such Shares complies with Rule 14e-4 under the Exchange Act, (iii) you have the full power and authority to tender, sell, assign and transfer the Shares tendered, as specified in the Letter of Transmittal and (iv) when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature GuaranteesOur acceptance for payment of Shares tendered by you pursuant to the Offer will constitute a binding agreement between us with respect to such Shares, upon the terms and subject to the conditions of the Offer.

Valid Tender of Shares. Except as set forth below, in order for to validly tender Shares to be validly tendered pursuant to the Offer, either (i) the Depositary must receive at one of its addresses set forth on the back cover of this Offer to Purchase a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's ’s Message (as defined below) in connection with a book-entry delivery of Shares, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date and either (ix) certificates representing Shares tendered Shares must be received by delivered to the Depositary, Depositary or (y) such Shares must be tendered properly delivered pursuant to the procedure procedures for book-entry transfer set forth described below and a Book-Entry Confirmation must be confirmation of such delivery received by the DepositaryDepositary (which confirmation must include an Agent’s Message if the tendering stockholder has not delivered a Letter of Transmittal), in each case on or case, prior to the Expiration Date, or (ii) the tendering stockholder must comply with the guaranteed delivery procedures set forth below must be complied withbelow. THE METHOD OF DELIVERY OF CERTIFICATES REPRESENTING TENDERED SHARESThe term “Agent’s Message” means a message, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDERtransmitted by DTC to, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAILand received by, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. the Depositary and forming a part of a Book-Entry Transfer The Depositary will make a request to establish accounts with respect to Confirmation (as defined below), which states that DTC has received an express acknowledgment from the participant in DTC tendering the Shares at which 6 Table of Contents are the Book-Entry Transfer Facility for purposes subject of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing such Book- Entry Transfer Facility to transfer such Shares into the Depositary's account at such Book-Entry Transfer Facility in accordance with Confirmation that such Book-Entry Transfer Facility's procedures for such transfer. However, although delivery participant has received and agrees to be bound by the terms of Shares may be effected through book-entry transfer into the Depositary's account at a Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other required documents must, in any case, be transmitted to and received by that we may enforce such agreement against the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery procedure set forth below must be complied with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guaranteesparticipant.