Common use of Valid Tender Clause in Contracts

Valid Tender. For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary), in each case, prior to the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Shares the shares to be validly tendered pursuant to the Offerour offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the our Depositary at one of its addresses set forth on the back cover of this Offer to Purchase document prior to the Expiration Date and either certificates for tendered Shares shares must be received by the our Depositary at one of such addresses or such Shares shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the our Depositary), in each case, case prior to the Expiration Date Date; or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Book-Entry Transfer. Our Depositary will establish an account accounts with respect to the Shares shares at The Depository Trust Company (the Company, which will act as our "Book-Entry Transfer Facility") ," for purposes of the Offer our offer within two (2) business days after the date of this Offer to Purchasedocument. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems system may make book-entry delivery of Shares the shares by causing the Book-Entry Transfer Facility to transfer such Shares shares into the our Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares the shares may be effected through book-entry transfer into the our Depositary's account at the 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, and any other required documents must, in any case, be transmitted to, and received by, the our Depositary at one of its addresses set forth on the back cover of this Offer to Purchase document prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares shares into the our Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as physical certificates, either (i) the certificates for tendered Shares, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), together properly completed and duly executed, with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to before the Expiration Date and either certificates for tendered Shares must be received by (unless the Depositary at tender is made during a Subsequent Offering Period, if one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary)is provided, in each case, prior to which case the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityShares, the Letter of Transmittal and other documents must be received before the expiration of the Subsequent Offering Period); • for Shares held in book-entry form, either a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an Agent's ’s Message, and any other required documents mustdocuments, in any case, must be transmitted to, and received by, by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “— Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by the Depositary, in each case before the Expiration DateDate (unless the tender is made during a Subsequent Offering Period, if one is provided, in which case the Shares, the Letter of Transmittal or an Agent’s Message, and other documents must be received before the expiration of the Subsequent Offering Period); or • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow under “— Guaranteed Delivery” before the Expiration Date. The confirmation method of a book-entry transfer delivery of Shares into Shares, the Depositary's account at Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above Facility, is referred to herein as at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a "Book-Entry Transfer, by 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." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, 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 prior to the Offer Expiration Time; • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed (or manually executed facsimile thereof), with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date Purchase, and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant according to the procedures for book-entry transfer set forth procedures described below (and a under "—Book-Entry Confirmation (as defined below) received by the Depositary), Transfer," in each case, case prior to the Offer Expiration Date Time; or (ii) • the tendering shareholder stockholder must comply with the guaranteed delivery procedures set forth belowdescribed below under "—Guaranteed Delivery" prior to the Offer Expiration Time. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityShares, the Letter of Transmittal and all other required documents, including delivery through The Depositary Trust Company (or facsimile thereof"DTC"), properly completed is at the election and duly executed, with any required signature guarantees, or an Agent's Message, and any other required documents must, in any case, risk of the tendering stockholder. Shares will be transmitted to, and deemed delivered only when actually received by, by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior Purchase. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmationensure timely delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A shareholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as physical certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or facsimile thereof)executed, together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to before the Expiration Date and either certificates for tendered Shares must be received by (unless the Depositary at tender is made during a Subsequent Offering Period, if one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary)is provided, in each case, prior to which case the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityShares, the Letter of Transmittal (or facsimile thereofand other documents must be received before the expiration of the Subsequent Offering Period); • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's ’s Message, and any other required documents mustdocuments, in any case, must be transmitted to, and received by, by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “— Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by the Depositary, in each case before the Expiration DateDate (unless the tender is made during a Subsequent Offering Period, if one is provided, in which case the Shares, the Letter of Transmittal or an Agent’s Message, and other documents must be received before the expiration of the Subsequent Offering Period); or • the tendering shareholder must comply with the guaranteed delivery procedures described belowbelow under “— Guaranteed Delivery” before the Expiration Date. By tendering Shares in accordance with these procedures, a tendering shareholder will also tender the preferred stock purchase rights associated with the Shares without any further action on the part of the tendering shareholder. If the preferred stock purchase rights were distributed to ImClone’s shareholders as a result of a triggering event, a tender of Shares would need to be accompanied by a simultaneous tender of the preferred stock purchase rights. ImClone has advised us that it has taken the action necessary to ensure that the Offer and the Merger do not constitute a triggering event. The confirmation method of a book-entry transfer delivery of Shares into Shares, the Depositary's account at Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above Facility, is referred to herein as at the election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a "Book-Entry Transfer, by 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." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly in the offer: • for Shares held as certificates, the certificates for tendered pursuant to the OfferShares, either (i) a letter of transmittal, properly completed and duly executed Letter of Transmittal (or facsimile thereof)executed, together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other documents required documentsby the letter of transmittal, must be received by the Depositary at one of its addresses address set forth on the back cover of this Offer offer to Purchase prior to purchase before the Expiration Date (unless the tender is made during a subsequent offering period, if one is provided, in which case the Shares, the letter of transmittal and either certificates for tendered Shares other documents must be received by before the Depositary at one expiration of such addresses or such the subsequent offering period); • for Shares must be delivered pursuant to the procedures for held in book-entry transfer set forth below (and form, either a Book-Entry Confirmation (as defined below) received by the Depositary), in each case, prior to the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes letter of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof)transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's ’s Message, and any other required documents mustdocuments, in any case, must be transmitted to, and received by, by the Depositary at one of its addresses address set forth on the back cover of this Offer offer to Purchase prior purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “—Book-Entry Transfer” and a Book-Entry Confirmation must be received by the Depositary, in each case before the Expiration DateDate (unless the tender is made during a subsequent offering period, if one is provided, in which case the Shares, the letter of transmittal or an Agent’s Message, and other documents must be received before the expiration of the subsequent offering period); or • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow under “—Guaranteed Delivery” before the Expiration Date. The confirmation method of a book-entry transfer delivery of Shares into Shares, the Depositary's account at letter of transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above Facility, is referred to herein as at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a "Book-Entry Transfer, by 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." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For a stockholder to validly tender Shares to be validly tendered pursuant to the Offer, either (i1) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, guarantees (or in the case of a book-entry transfer, an Agent's Message (as defined below), hereinafter defined) in connection with a book-entry transfer of Shares) and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures procedure for book-book entry transfer set forth below (and a Book-Entry Confirmation (as defined belowhereinafter defined) received by the Depositary), in each case, on or prior to the Expiration Date Date, or (ii2) the tendering shareholder stockholder must comply with the guaranteed delivery procedures procedure set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 any of the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Book Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the such Book-Entry Transfer Facility's procedure procedures for such transfer. However, although delivery of Shares may be effected through book-book entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, guarantees (or an Agent's Message, Message in connection with a book-entry transfer) and any other required documents documents, must, in any case, be transmitted to, and received byby the Depositary, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder stockholder must comply with the guaranteed delivery procedures procedure described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "'Book-Entry Confirmation." ' DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed the Letter of Transmittal (or facsimile thereof), together properly completed and duly executed, with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and Date. In addition, either (i) certificates for tendered representing such Shares must be received by the Depositary at one along with the Letter of such addresses Transmittal or such Shares must be delivered tendered pursuant to the procedures procedure for book-entry transfer set forth below (below, and a Book-Entry Confirmation (as defined below) must be received by the Depositary), in each case, case at or prior to the Expiration Date Date, or (ii) the tendering shareholder Holder must comply with the guaranteed delivery procedures set forth below. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY 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. Book Entry Transfer. The Depositary will establish an account accounts with respect to the Shares at The Depository Trust Company (the "a Book-Entry Transfer Facility") 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 any of the Book-Entry Transfer Facility's Facility systems may make book-entry delivery of Shares by causing the a Book-Entry Transfer Facility 5 8 to transfer such Shares into the Depositary's account at a Book-Entry Transfer Facility, in accordance with the such Book-Entry Transfer Facility's procedure procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the a Book-Entry Transfer Facility, the a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's MessageMessage (as defined below), and any other required documents must, in any case, be transmitted to, to and received by, by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder Holder must comply with the guaranteed delivery procedures described set forth below. The confirmation term "Agent's Message" means a message transmitted through electronic means by a Book-Entry Transfer Facility, in accordance with the normal procedures of a book-entry transfer of Shares into the Depositary's account at the such Book-Entry Transfer Facility as described above is referred and the Depositary, to herein as and received by the Depositary and forming a "part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against the participant. The term Agent's Message shall also include any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary's office. Signature Guarantees. Signatures on all Letters of Transmittal must be guaranteed by a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program of the Stock Exchange Medallion Program (each of the foregoing being referred to as an "Eligible Institution"), except no signature guarantee is required where such Shares are tendered (i) by a registered Holder who has not completed either the box entitled "Special Delivery Instructions" or the box entitled "Special Payment Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If the Share certificates 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 Share certificates not accepted for payment, or not tendered are to be returned, to a person other than the registered Holder, then the tendered Share certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder or holders appear on the certificates, with the signature(s) on such certificates or stock powers guaranteed as described above. See Instructions 1 and 5 of the Letter of Transmittal. If Share certificates are forwarded separately to the Depositary, a Letter of Transmittal (or manually signed facsimile thereof), properly completed and duly executed, must accompany each such delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, 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 prior to the Expiration Date; • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed (or manually executed facsimile thereof), with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date Purchase, and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant according to the procedures for book-entry transfer set forth procedures described below (under "—Book-Entry Transfer" and a Book-Entry Confirmation (as defined below) must be received by the Depositary)Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, in each case, case prior to the Expiration Date Date; or (ii) • the tendering shareholder stockholder must comply with the guaranteed delivery procedures set forth belowdescribed below under "—Guaranteed Delivery" prior to the Expiration Date. The Depositary will establish an account with respect to method of delivery of Shares, the Shares at Letter of Transmittal and all other required documents, including delivery through The Depository Trust Company ("DTC"), is at the "Book-Entry Transfer Facility") for purposes election and risk of the Offer within two business days after the date of this Offer to Purchasetendering stockholder. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares will be deemed delivered only when actually received by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 prior to (including, in the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation case of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Transfer, by 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." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Except as set forth below, for Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary), in each case, case prior to the Expiration Date Date, or (ii) the tendering shareholder stockholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE METHOD OF DELIVERY OF DOCUMENTS TO SHARES, THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE , IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY 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 THE DEPOSITARYENSURE TIMELY DELIVERY.

Valid Tender. For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below)Message, and any other documents required documentsby 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 prior to the Expiration Date and either certificates for (i) the Share Certificates evidencing tendered Shares must be received by the Depositary at one of such addresses address or such Shares must be delivered tendered pursuant to the procedures procedure for book-entry transfer set forth described below (and a Book-Entry Confirmation (as defined below) must be received by the Depositary), in each case, case prior to the Expiration Date Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth described below. THE METHOD OF DELIVERY OF SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER, 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 establish an account accounts with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility") 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's systems Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedure procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's MessageMessage in connection with a book-entry transfer, and any other required documents documents, must, in any case, be transmitted to, and received by, by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures procedure described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-BOOK- ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.. The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant. Signature Guarantees. Signatures on all Letters of Transmittal must be guaranteed by a firm which is a member of the Medallion Signature Guarantee Program, or by any other "eligible guarantor institution", as such term is defined in Rule 17Ad-5 promulgated under the Exchange Act (each of the foregoing being referred to as an "Eligible Institution"), except in cases where Shares are tendered (i) by a registered holder of Shares who has not completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal, or (ii) for the account of an Eligible Institution. If a Share Certificate is registered in the name of a person other than the signer of the Letter of Transmittal, if payment is to be made, or if a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the 7 registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to the Offer and such shareholder's Share Certificates evidencing such Shares are not immediately available or such shareholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such shareholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all the following conditions are satisfied: (i)such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Purchaser, is received prior to the Expiration Date by the Depositary as provided below; and (iii) the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal are received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand, mail or transmitted by telegram or facsimile transmission to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of the Share Certificates evidencing such Shares, or a Book-Entry Confirmation of the delivery of such Shares, and a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal. Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Depositary on behalf of Purchaser, which determination shall be final and binding on all parties. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Purchaser also reserves the absolute right to waive any condition of the Offer or any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Purchaser, Parent, the Depositary, the Information Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. Other Requirements. By executing the Letter of Transmittal as set forth above (including through delivery of an Agent's Message), a tendering shareholder irrevocably appoints designees of Purchaser as such shareholder's proxies, each with full power of substitution, in the manner set forth in the Letter of Transmittal, to the full extent of such shareholder's rights with respect to the Shares tendered by such shareholder and accepted for payment by Purchaser (and with respect to any and all other Shares or other securities issued or issuable in respect of such Shares on or after January 18, 1999). All such proxies shall be considered coupled with an interest in the tendered Shares. Such appointment will be effective when, and only to the extent that, Purchaser accepts such Shares for payment. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by such shareholder with respect to such Shares (and such other Shares and securities) will be revoked without further 8

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or manually executed facsimile thereof), together with any required signature guarantees, 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 prior to the Expiration Date; ​ • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed (or manually executed facsimile thereof), with any required signature guarantees, or in the case of a book-entry transfer, an Agent's ’s Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date Purchase, and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant according to the procedures for book-entry transfer set forth procedures described below (under “— Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by ​ TABLE OF CONTENTS the Depositary)Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, in each case, case prior to the Expiration Date Date; or (ii) • the tendering shareholder stockholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect described below under “— Guaranteed Delivery” prior to the Shares at Expiration Date. ​ The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through The Depository Trust Company (“DTC”), is at the "Book-Entry Transfer Facility") for purposes election and risk of the Offer within two business days after the date of this Offer to Purchasetendering stockholder. Any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares will be deemed delivered only when actually received by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 prior to (including, in the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation case of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Transfer, by 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." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Shares to be validly tendered pursuant to the Offer, either (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates for tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary), in each case, case prior to the Expiration Date Date, or (ii) the tendering shareholder stockholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account accounts with respect to the Shares at The Depository Trust Company and the Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer FacilityFacilities") 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 any of the Book-Entry Transfer Facility's Facilities' systems may make book-entry delivery of Shares by causing the a Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the that Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 prior to the Expiration Date, or the tendering shareholder stockholder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of Shares into the Depositary's account at the a Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." DELIVERY OF DOCUMENTS TO THE A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.. The term "Agent's Message" means a message transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against the participant. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY 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. Signature Guarantees. 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 any of the Book Entry Transfer Facilities' 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. See Instructions 1 and 5

Valid Tender. For Except as set forth below, in order for Shares to be validly tendered pursuant to the Offer, either (i) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees, or an Agent's Message in the case of connection with a book-entry transfer, an Agent's Message (as defined below)delivery of Shares, and any other documents required documentsby 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 Date, and either certificates for (a) Share Certificates evidencing tendered Shares must be received by the Depositary at one of such addresses address, or such (b) the Shares must be delivered tendered pursuant to the procedures procedure for book-entry transfer set forth described below (and a Book-Entry Confirmation (as defined below) must be received by the Depositary), in each case, case on or prior to the Expiration Date Date, or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth described below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the term "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 Agent's Message" means a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing message from the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 prior to the Expiration Date, or the tendering shareholder must comply with the guaranteed delivery procedures described below. The confirmation forming a part of a bookBook-entry transfer of Shares into the Depositary's account at Entry Confirmation, which states that (x) the Book-Entry Transfer Facility as described above is referred to herein as a "has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of the Book-Entry Confirmation, (y) the participant has received and agrees to be bound by the terms of the Letter of Transmittal and (z) the Purchaser may enforce such agreement against the participant. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) must accompany each delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For a shareholder to validly tender Shares to be validly tendered pursuant to the Offer, either (ia) the certificates for tendered Shares, together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), together with properly completed and duly executed, any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date Date; (b) in the case of a transfer effected pursuant to the book-entry transfer procedures described under "Book-Entry Transfer", either a Letter of Transmittal (or manually signed facsimile thereof), properly completed and either certificates for tendered Shares duly executed, and any required signature guarantees, or an Agent's Message (as defined below), and any other required documents, must be received by the Depositary at one of such addresses or addresses, such Shares must be delivered pursuant to the procedures for book-entry transfer set forth procedures described below (and a Book-Entry Confirmation (as defined below) must be received by the Depositary), in each case, case prior to the Expiration Date (if your shares are held through the Company's Dividend Reinvestment Plan, you must ensure that the Dividend Reinvestment Plan box of the Letter of Transmittal that is delivered to the Depositary is properly completed); or (iic) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the described below under "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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 Guaranteed Delivery" prior to the Expiration Date, or . The valid tender of Shares pursuant to one of the procedures described above will constitute a binding agreement between the tendering shareholder must comply with and the guaranteed delivery procedures described belowPurchaser upon the terms and subject to the conditions of the Offer. The confirmation of a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility as described above is referred to herein as a "Book-Entry Confirmation." THE METHOD OF DELIVERY OF DOCUMENTS TO SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY (AS DEFINED BELOW), IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN ACCORDANCE WITH THE CASE OF A BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE TRANSFER, BY 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 THE DEPOSITARYENSURE TIMELY DELIVERY.

Valid Tender. For A stockholder must follow one of the following procedures to validly tender Shares to be validly tendered pursuant to in the Offer: • for Shares held as physical certificates, either (i) the certificates for tendered Shares, a Letter of Transmittal, properly completed and duly executed Letter of Transmittal (or facsimile thereof)executed, together with any required signature guarantees, or in the case of a book-entry transfer, an Agent's Message (as defined below), and any other documents required documentsby the Letter of Transmittal, must be received by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior to before the Expiration Date and either certificates for tendered Shares must be received by (unless the Depositary at tender is made during a Subsequent Offering Period, if one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth below (and a Book-Entry Confirmation (as defined below) received by the Depositary)is provided, in each case, prior to which case the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer FacilityShares, the Letter of Transmittal (or facsimile thereofand other documents must be received before the expiration of the Subsequent Offering Period); • for Shares held in book-entry form, either a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's ’s Message, and any other required documents mustdocuments, in any case, must be transmitted to, and received by, by the Depositary at one of its addresses address set forth on the back cover of this Offer to Purchase prior Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “—Book-Entry Transfer” and a Book-Entry Confirmation (as defined below) must be received by the Depositary, in each case before the Expiration DateDate (unless the tender is made during a Subsequent Offering Period, if one is provided, in which case the Shares, the Letter of Transmittal or an Agent’s Message, and other documents must be received before the expiration of the Subsequent Offering Period); or • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow under “—Guaranteed Delivery” before the Expiration Date. The confirmation method of a book-entry transfer delivery of Shares into Shares, the Depositary's account at Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above Facility, is referred to herein as at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a "Book-Entry Transfer, by 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." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Valid Tender. For Shares a stockholder to be validly tendered pursuant to tender shares of Starbase common stock in the Offer: • the certificate(s) representing the tendered shares, either (i) a properly completed and duly executed together with the Letter of Transmittal (or a facsimile thereofcopy of it), properly completed and duly executed, together with any required signature guaranteesguarantees (as described below under the caption “Signature Guarantees”) and any other required documents, or must be received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date; • in the case of a tender effected pursuant to the book-entry transfertransfer procedures described below under the caption “Book-Entry Transfer”, (i) either the Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees (as described below under the caption “Signature Guarantees”), or an Agent's ’s Message (as defined belowdescribed below under the caption “Book-Entry Transfer”), and any other required documents, must be received by the Depositary at one of its addresses set forth listed on the back cover of this Offer to Purchase prior to the Expiration Date and either certificates for (ii) the shares to be tendered Shares must be received by the Depositary at one of such addresses or such Shares must be delivered pursuant to the procedures for book-entry transfer set forth procedures described below (under the caption “Book-Entry Transfer” and a Book-Entry Confirmation (as defined belowdescribed below under the caption “Book-Entry Transfer”) must be received by the Depositary), in each case, prior to the Expiration Date or (ii) the tendering shareholder must comply with the guaranteed delivery procedures set forth below. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (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 Book-Entry Transfer Facility's systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the 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, 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 prior to the Expiration Date, ; or • the tendering shareholder stockholder must comply with the guaranteed delivery procedures described belowbelow under the caption “Guaranteed Delivery” prior to the Expiration Date. The confirmation valid tender of shares of Starbase common stock in accordance with one of the procedures described above will constitute a book-entry transfer binding agreement between the tendering stockholder and the Purchaser upon the terms of Shares into and subject to the Depositary's account at conditions to the Offer. The method of delivery of shares of Starbase common stock to be tendered in the Offer, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility as described above below, is referred at the election and risk of the tendering stockholder. Shares of Starbase common stock to herein as be tendered in the Offer will be deemed delivered only when actually received by the Depositary (including, in the case of a "book-entry transfer, by Book-Entry ConfirmationConfirmation as described below). If delivery of shares is made by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.