Common use of Withdrawal Rights Clause in Contracts

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11, 1999. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder, if different from that of the person who tendered such registration below Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Registrable AmountDepositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such noticeShare Certificates, the serial numbers shown on such Shareholders still seeking registration shall, by written notice Share Certificates must be submitted to the CompanyDepositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, elect unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to register additional Registrable Securitiesthe procedure for book-entry transfer as set forth in Section 3, when taken together any notice of withdrawal must also specify the number of the account at the Book-Entry Transfer Facility to be credited with elections the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to register Registrable Securities the form and validity (including time of receipt) of notices of withdrawal will be determined by each such other Shareholder seeking to register Registrable SecuritiesPurchaser, to satisfy the Registrable Amount or elect that such registration statement not in its sole discretion, whose determination will be filed orfinal and binding on all parties. None of Parent, if theretofore filed, be withdrawn. During such ten day periodPurchaser, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDealer Manager, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereof. Any registration statement withdrawn Information Agent or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.other person 8

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4--"Withdrawal Rights", tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after December 3, 1998. If purchase of such registration statementor payment for Shares is delayed for any reason or if the Offeror is unable to purchase or pay for Shares for any reason, then, without prejudice to the Offeror's rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Offeror and may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in this Section 4--"Withdrawal Rights", subject to Rule14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer. In For a withdrawal of Shares tendered pursuant to the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue Offer to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder, if different from the name of the person who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been tendered pursuant to the Companyprocedures for book-entry transfer set forth in Section 3--"Procedure for Tendering Shares", elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn Shares and must otherwise comply with such Book-Entry Transfer Facility's procedures. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Offeror, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesin its sole discretion, to satisfy and its determination will be final and binding on all parties. None of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodOfferor, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedParent, the Company shall not seek, and shall use commercially reasonable efforts to preventDealer Manager, the effectiveness thereofDepositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement Shares properly withdrawn or will be deemed not filed (a) in accordance with an election by validly tendered for purposes of the CompanyOffer, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company but may be retendered at any subsequent time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any postprocedures described in Section 3-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company -"Procedure for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesTendering Shares".

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided below, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the effective date Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after February 10, 1998. For a withdrawal to be effective, a written, telegraphic, or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, and (if certificates for Shares have been tendered) the name of the registered holder of the Shares as set forth in the certificate, if different from that of the person who tendered such Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then prior to the physical release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering stockholder must also submit the applicable registration and such Registrable Securities shall continue serial numbers shown on the particular certificates evidencing the Shares to be Registrable Securities for all purposes withdrawn and the signature on the notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedmust be guaranteed by an Eligible Institution, however, that except in the case of a Demand RegistrationShares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer described herein, if such the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the appropriate Book-Entry Transfer Facility to be included in credited with the withdrawn Shares and otherwise comply with such registration below Book-Entry Transfer Facility's procedure. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Registrable AmountOffer, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice but may be retendered at any subsequent time prior to the CompanyExpiration Date by following any of the procedures described herein. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, elect to register additional Registrable Securitiesin its sole discretion, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy whose determination shall be final and binding. None of the Registrable Amount Purchaser or elect that such registration statement not be filed or, any of its affiliates or assigns (if theretofore filed, be withdrawn. During such ten day periodany), the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give any notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder Fund IV or any Additional Stockholder, having notified or directed the Company Corporation to include any or all of its Registrable Securities in a registration statement under the Securities Act shallAct, except in connection with a Block Trade Offering, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company Corporation at least five (5) business days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Corporation shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company Corporation with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount$10 million of aggregate market value as of such date, then the Company Corporation shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 4.03, and within ten five (5) business days following of the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Corporation or Fund IV may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register each holder of Registrable Securities by each such other Shareholder seeking sought to register Registrable Securitiesbe registered and the Corporation, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodperiod of five (5) business days, the Company Corporation shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Corporation shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (ai) in accordance with an election by the CompanyCorporation, (bii) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect Fund IV pursuant to a Shelf Registration Statement or Section 4.01(e) hereof, (ciii) in accordance with an election by Fund IV prior to the Company effectiveness of the applicable Demand Registration Statement, or (iv) in accordance with an election by Fund IV subsequent to the effectiveness of the applicable Demand Registration statement because Statement, if any post-effective amendment or supplement to the applicable Demand Registration statement Statement contains adverse information regarding the Company which the Company deems adverse to the Company, Corporation shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.as

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Shares tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after January 25, 1998. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares, or is unable to purchase Shares validly tendered pursuant to the event of Offer for any such withdrawalreason, then without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering Stockholders are entitled to withdrawal rights as described in this Section 4. Any such delay in acceptance for payment will be accompanied by an extension of the Offer to the extent required by law. See Section 1. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses or facsimile numbers set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered Stockholder, if different from that of the person who tendered such registration below Shares. If Share Certificates to be withdrawn have been delivered or otherwise identified to the Registrable AmountDepositary, then prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such noticecertificates, the serial numbers shown on such Shareholders still seeking registration shall, by written notice certificates must be submitted to the CompanyDepositary, elect and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to register additional Registrable Securitiesthe procedure for book-entry transfer as set forth in Section 3, when taken together any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections the withdrawn Shares, in which case a notice of withdrawal will be effective if delivered to register Registrable Securities the Depositary by each any method of delivery described in the first sentence of this paragraph. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of Parent, Purchaser, any of their affiliates or assigns, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of Shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofrescinded. Any registration statement Shares properly withdrawn or will thereafter be deemed not filed (a) in accordance with an election by to have been validly tendered for purposes of the CompanyOffer. However, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn Shares may be re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demandprocedures described in Section 3. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities5.

Withdrawal Rights. Any Shareholder having notified It is a condition to our offer that the waiting period applicable under U.S. antitrust laws to our offer expire or directed be terminated. See "The Tender Offer--Acceptance for Payment and Payment for Shares" and "The Tender Offer--Conditions of Our Offer." The FTC and the Company to include any or all of its Registrable Securities in a registration statement Antitrust Division frequently scrutinize the legality under the Securities Act shallantitrust laws of transactions such as our proposed acquisition of shares pursuant to our offer. At any time before or after our purchase of shares pursuant to our offer, except the FTC or the Antitrust Division could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of shares pursuant to our offer or seeking the divestiture of shares purchased by us or the divestiture of substantial assets of Schlumberger, Convergent or their respective subsidiaries. The merger agreement provides that in connection with the receipt of any necessary approvals under the U.S. antitrust laws, neither Convergent nor any of Convergent's subsidiaries can divest or hold separate or otherwise take or commit to take any action that limits STC's or our freedom of action with respect of, or their ability to retain, Convergent or any of Convergent's subsidiaries or any material portions thereof or any of the businesses, product lines, properties or assets of Convergent or any of its subsidiaries, without STC's prior written consent (which may be withheld in STC's sole and absolute discretion). Private parties and state attorneys general may also bring legal action under federal or state antitrust laws under certain circumstances. Based upon an examination of information available to STC relating to the businesses in which STC, Convergent and their respective subsidiaries are engaged, we and STC believe that our offer will not violate the antitrust laws. Nevertheless, there can be no assurance that a Block Trade Offeringchallenge to our offer on antitrust grounds will not be made or, have if a challenge is made, what the right result would be. See "The Tender Offer--Conditions of Our Offer" for the conditions to withdraw any such notice or direction our offer, including conditions with respect to any or all litigation. SHORT-FORM MERGER. Section 253 of the Registrable Securities designated Delaware General Corporation Law provides, among other things, that, if the parent corporation owns at least 90% of the outstanding shares of each voting class of a subsidiary corporation, the merger of the subsidiary corporation and the parent corporation may be effected by it for registration a resolution adopted and approved by giving written notice the board of directors of the parent corporation and the appropriate filings with the Delaware Secretary of State, without any action or vote on the part of the stockholders of the subsidiary corporation. Under the Delaware General Corporation Law, if we acquire at least 90% of Convergent's outstanding shares, we will be able to effect the merger without a vote of the other stockholders of Convergent. In such effect event, STC, our Parent, we and Convergent have agreed in the merger agreement to take all necessary and appropriate action to cause the Company prior merger to the become effective date as soon as practicable after such acquisition, without a meeting of such registration statementConvergent's stockholders. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations that less than 90% of the Company with respect shares then outstanding are tendered pursuant to the Registrable Securities not offer, we may extend the offer for up to 20 business days so withdrawn; provided, however, that the merger may be consummated as described in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesparagraph.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by the Company pursuant to the Offer, may also be withdrawn at any time after 12:00 Midnight, New York City time, on June 29, 2001. For a withdrawal to be effective, a notice of withdrawal must be in written or facsimile transmission form and must be received in a timely manner by the Depositary at its address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering shareholder, the name of the registered holder (if different from that of the person who tendered such Shares), the number of Shares tendered, and the number of Shares to be withdrawn. If the certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering shareholder also must submit the applicable registration and such Registrable Securities shall continue serial numbers shown on the particular certificates for Shares to be Registrable Securities for all purposes withdrawn, and the signature on the notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that must be guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry tender set forth in Section 3, if such the notice of withdrawal shall reduce also must specify the name and the number of Registrable Securities sought the account at the applicable Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then withdrawn Shares and otherwise comply with the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing procedures of such notice, such Shareholders still seeking registration shall, by written notice to facility. None of the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company Information Agent, or any other person shall not file be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor shall any of them incur liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, notice. All questions as to the Company shall not seek, form and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed validity (aincluding time of receipt) in accordance with an election of notices of withdrawal will be determined by the Company, (b) in accordance with an election its sole discretion, which determination shall be final and binding. Withdrawals may not be rescinded, and any Shares withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Shares are properly retendered prior to the Expiration Date by following one of the Requesting Shareholders procedures described in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by Section 3. If the Company subsequent extends the Offer, is delayed in its purchase of Shares, or is unable to purchase Shares pursuant to the effectiveness of the applicable Demand Registration statement because Offer for any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse reason, then, without prejudice to the Company's rights under the Offer, shall the Depositary, subject to applicable law, may retain tendered Shares on behalf of the Company, and such Shares may not be counted as a Demand. If a Shareholder withdraws its notification or direction withdrawn except to the Company extent tendering shareholders are entitled to include Registrable Securities withdrawal rights as described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities4.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after October 22, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Agreement of Assignment and Transfer. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in Section 3 at any time prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after November 29, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Assignment Form. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Assignment Form in the same manner as the Assignment Form was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that in they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 10,000,000 Shares have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Shares to be included in purchased, the Purchaser will deem all Shares from Shareholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Shareholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Assignment Form with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Units made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Units tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date of such registration statementExpiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after March 6, 2004. In If purchase of, or payment for, Units is delayed for any reason, including extension by the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Purchaser of the Company with respect Expiration Date, or if the Purchaser is unable to purchase or pay for Units for any reason (for example, because of proration adjustments) then, without prejudice to the Registrable Securities Purchaser's rights under the Offer, tendered Units may be retained by the Purchaser and may not so be withdrawn, except to the extent that tendering Unit Holders are otherwise entitled to withdrawal rights as set forth in this Section 5; providedsubject, however, that to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unit Holders the purchase price in respect of Units tendered promptly after termination or withdrawal of the Offer. For withdrawal to be effective, a written notice of withdrawal must be timely received by the Purchaser at its address listed on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person(s) who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Letter of Transmittal in the case same manner as the Letter of a Demand RegistrationTransmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amounthowever, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing procedures described in Section 3 herein at any time prior to the Expiration Date. All questions about the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser, which determination shall be final and binding. Neither the Purchaser nor any other person will be under any duty to give notice of any defects in any notice of withdrawal or incur any liability for failure to give any such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw that such Shares may be withdrawn at any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective date of such registration statementExpiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 18, 2001. In If the event of any such withdrawalOffer expires and the Purchaser chooses to provide for a Subsequent Offering Period thereafter, and all the conditions to the Offer have been met, the Company shall not include such Registrable Securities in Purchaser must pay for all Shares already tendered and immediately accept and pay for all Shares tendered during the applicable registration Subsequent Offering Period, and such Registrable Securities shall continue there will be no withdrawal rights during the Subsequent Offering Period. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name, address and taxpayer identification number of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shallShares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3 of this Offer to Purchase, the notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to the Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding. None of the Purchaser, the Depositary, the Information Agent, the Dealer Manager or any other person will be under duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date, or during a Subsequent Offering Period (if available), by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 hereof.

Withdrawal Rights. Any Shareholder Subject to Sections 2.1(c) and 2.2(c), any Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallAct, except in connection with a Block Trade Offering, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that that, in the case of a Demand RegistrationRegistration or a Shelf Demand Offering, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten days following the mailing of such notice, such Shareholders holder of Registrable Securities still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed as a result of (a) in accordance with an election by the Company, (b) in accordance with the case of a Demand Registration, an election by the Requesting Shareholders Stockholders in accordance with the requirements of Section 2.2(c), (c) in the case of a Shelf Demand Registration or Offering, an election by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) Requesting Stockholders in accordance with the requirements of Section 2.1(c), or (d) an election by the Company subsequent to the effectiveness of the applicable Demand Registration or Shelf Demand Offering registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which that the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified Once each Co-Author has been vetted and admitted into the Work project, there will be no free option to leave this Agreement until a final decision from a journal has been obtained). Due to the inherent equitable share of work of the Co-Authors, there are no automatic refunds provided via the Platform. If a Co-Author becomes unwilling or directed unable to continue its participation into the Company Work (e.g. health problems), then its economic participation share will be prorated among the remaining Co-Authors. A Co-Author will have a term limit to include any or request its voluntary withdrawal from the Work, counted from the day the Work is presented as pre-print ready, until the day of the Work’s campaign closure, that is, when the Work is no longer available on the Platform for Co-Author admission. In such regard, once the Work management process is ongoing through the Platform (i.e. all of its Registrable Securities funds are deposited in a registration statement under escrow, and all Co-Authors are ready to being collaborating on the Securities Act shallWork), except in connection with a Block Trade Offeringup to the date when all Co-Authors are onboard the Work project, each Co-Author will have the right to withdraw request voluntary withdrawal with a refund of its participation’s monetary amount (less any taxes, expenses and ResearchCycle’s service fees). This withdrawal right will be duly negotiated and mutually agreed by all the Co-Authors, whom will be able to indicate their approval for the refund of their prorated monetary share, and in such notice or direction with respect to any or all case the participation monetary amount of the Registrable Securities designated retiring Co-Author will be adjusted. If the Co-Authors do not approve for a specific refund amount, then the economic participation share of the withdrawing Co-Author will be prorated among the remaining Co-Authors. The remaining Co-Authors will reflect the collaboration effort so far contributed by it for registration by giving written notice to such effect to the Company prior to lost Co-Author as per the effective date of such registration statementapplicable copyright laws. In the event that one Co-Author is unable to permanently continue or complete its collaboration of any such withdrawalthe Work due to force majeure, personal incapacitation or death reasons, the Company shall not include such Registrable Securities in others Co-Authors will complete the Work without the assistance or advice of the Co-Author who is unable to continue or complete its collaboration effort on the Work. In that event, the remaining Co-Authors will discuss modifying the relevant clauses of this Agreement to reflect the new proportion of Work we each will contribute, and, if we are unable to reach an agreement, to submit these negotiations to binding arbitration. The remaining Co-Authors will reflect the collaboration effort so far contributed by the lost Co-Author as per the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiescopyright laws.

Withdrawal Rights. Any Shareholder Investor having notified or directed the Company Fortress to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company Fortress prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Fortress shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company Fortress with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company Fortress shall as promptly as practicable give each Shareholder Investor seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders Investor still seeking registration shall, by written notice to the CompanyFortress, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiestheir Permitted Transferees, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company Fortress shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Fortress shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the CompanyFortress, (b) in accordance with an election by the Requesting Shareholders Investors in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company Fortress subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company Fortress which the Company Fortress deems adverse to the CompanyFortress, shall not be counted as a Demand. If a Shareholder an Investor withdraws its notification or direction to the Company Fortress to include Registrable Securities in a registration statement in accordance with this Section 3.44.3, such Shareholder Investor shall be required to promptly reimburse the Company Fortress for all expenses incurred by the Company Fortress in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all You may withdraw tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer at any time prior to the effective date Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after April 2, 2001, unless such Shares are accepted for payment and paid for as provided in this Offer to Purchase. If we extend the period of such registration statement. In time during which the event of Offer is open or are delayed in accepting for payment or paying for Shares pursuant to the Offer for any such withdrawalreason, then, without prejudice to our rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, on our behalf, retain all Shares tendered, and such Registrable Securities shall continue to Shares may not be Registrable Securities for all purposes withdrawn except as otherwise provided in this Section. To withdraw tendered Shares, a written or facsimile transmission notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedShares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, howeverand the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and the number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted prior to the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or Shares tendered by delivery of certificates, the requesting Demand Shareholders name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with respect to a Shelf Registration Statement or (c) the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in accordance with an election by the Company subsequent “The Offer — Procedures for Tendering Shares” at any time prior to the effectiveness Expiration Date. If we include a Subsequent Offering Period (as described in more detail in “The Offer — Extensions of the applicable Demand Registration statement because any post-effective amendment Tender Period; Termination; Amendment; Subsequent Offering Period”) following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period or supplement to Shares previously tendered in the Offer and accepted for payment. We will determine, in our sole discretion, all questions as to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Companyform and validity (including time of receipt) of any notice of withdrawal, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder and our determination shall be required final and binding. None of the Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to promptly reimburse the Company give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for all expenses incurred by the Company in connection with preparing for the registration of failure to give any such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company Tenders of shares made pursuant to include our offer are irrevocable except that tendered shares may be withdrawn at any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective Expiration Date. If we extend our offer, are delayed in our acceptance for payment of shares or are unable to accept shares for payment pursuant to our offer for any reason, then, without prejudice to our rights under our offer, our Depositary may, nevertheless, on our behalf, retain tendered shares, and those shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. Any delay will be by an extension of our offer to the extent required by law. We may, without the consent of Convergent, extend our offer beyond 12:00 Midnight, New York City time, if, on the 60th day from the date of such registration statementthis document, any of the conditions to our offer, are not satisfied or waived, until that condition is satisfied or waived (except that the Minimum Condition may not be waived). In We have agreed to extend our offer from time to time until March 31, 2001 if, and to the event of any such withdrawalextent that, at the Expiration Date, the Company shall conditions to our offer have not include such Registrable Securities in been satisfied or waived. We may extend our offer after the applicable registration acceptance of shares for a further period of time by means of a subsequent offering period under Rule 14d-11 under the Exchange Act, of not more than twenty business days to meet the objective that there be validly tendered and such Registrable Securities shall continue not withdrawn prior to the Expiration Date a number of shares which, together with shares then owned by our Parent and us, represents at least 90% of the outstanding shares. If, during an extension for this purpose, you have previously tendered your shares, you will not be able to withdraw your shares. Under no circumstances will interest be paid on the purchase price for tendered shares, whether or not our offer is extended. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by our Depositary at one of its addresses set forth on the back cover page of this Agreementdocument. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in such registration below withdrawn and the Registrable Amountname of the registered holder of the shares, then if different from that of the Company shall as promptly as practicable give each Shareholder seeking person who tendered the shares. If stock certificates evidencing shares to register Registrable Securities notice be withdrawn have been delivered or otherwise identified to such effect andour Depositary, within ten days following the mailing of such noticethen, such Shareholders still seeking registration shall, by written notice prior to the Companyphysical release of the stock certificates, elect the serial numbers shown on the stock certificates must be submitted to register additional Registrable Securitiesour Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, when taken together unless the shares have been tendered for the account of an eligible guarantor institution. If shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "The Tender Offer--Procedures for Accepting Our Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesthe withdrawn shares. WE WILL DETERMINE, to satisfy the Registrable Amount or elect that such registration statement IN OUR SOLE DISCRETION, ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL. OUR DETERMINATION WILL BE FINAL AND BINDING. NEITHER WE, OUR PARENT, STC NOR ANY OF STC'S, OUR PARENT'S OR OUR RESPECTIVE AFFILIATES OR ASSIGNS, OUR DEALER MANAGER, OUR DEPOSITARY, OUR INFORMATION AGENT, OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY NOTIFICATION. Withdrawals of shares may not be filed orrescinded. If you have properly withdrawn shares they will be deemed not to have been validly tendered for purposes of our offer. However, if theretofore filed, withdrawn shares may be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company "The Tender Offer--Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesAccepting Our Offer and Tendering Shares."

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Time and, thereafter, you may withdraw tendered Shares at any time before the Offer has expired. Pursuant to Section 14(d)(5) of the Exchange Act, Shares also may be withdrawn at any time after October 20, 2015, which is the 60th day after the date of the commencement of the Offer, unless prior to that date the Purchaser has accepted for payment the Shares validly tendered in the Offer. If we extend the Offer, delay acceptance for payment or directed payment for Shares or are unable to accept for payment or pay for Shares pursuant to the Company Offer for any reason, then, without prejudice to include any or all of its Registrable Securities in a registration statement our rights under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawalOffer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, on our behalf, retain all Shares tendered, and such Registrable Securities shall continue Shares may not be withdrawn except as otherwise provided in this Section 4. For your withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn; provided, howeverthe number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering shareholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered by again following one of the procedures described in “The Offer—Section 3—Procedure for Tendering Shares” at any time before the Expiration Time. No withdrawal rights will apply to Shares tendered during a Demand Registration or by the requesting Demand Shareholders subsequent offering period, if it is provided, and no withdrawal rights apply during a subsequent offering period with respect to a Shelf Registration Statement or (c) Shares tendered in accordance with an election by the Company subsequent Offer and accepted for payment. We will determine, in our discretion, all questions as to the effectiveness form and validity (including time of the applicable Demand Registration statement because receipt) of any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Companynotice of withdrawal, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder and our determination shall be required final and binding. We also reserve the absolute right to promptly reimburse waive any defect or irregularity in the Company withdrawal of Shares by any shareholder, whether or not similar defects or irregularities are waived in the case of any shareholder. None of Parent, the Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for all expenses incurred by the Company in connection with preparing for the registration of failure to give any such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Although the Corporation’s charter states that transfer will not be allowed for less than $2,000, it has stated previously that it will allow such transfers for tender offers such as this one. See Schedule 14D-9 filed August 20, 2010. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? The Offer can be extended in our discretion. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will make a public announcement of the extension, not later than 9:00 a.m., Eastern Time, on the day after the day on which the Offer was scheduled to expire. You can check our website at xxx.xxxx.xxx (click on MPF Tenders) to see if it has been extended, or directed check the Company SEC’s XXXXX database. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There are no conditions to include the offer based on a minimum number of Shares tendered, the availability of financing, or the success of the offer. However, we may not be obligated to purchase any Shares if certain conditions occur, such as legal or government actions which would prohibit the purchase. Furthermore, we are not obligated to purchase any Shares which are validly tendered if, among other things, there is a material adverse change in the Corporation or its business. Please see the discussion in Section 13, Conditions of the Offer, for a description of all conditions. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in California, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. WHEN WILL YOU PAY ME FOR THE SHARES I TENDER? Upon the Expiration of its Registrable Securities in the Offer and our acceptance of the Shares you tender, we will pay you upon the earlier of receipt of your share certificates or confirmation from the Corporation that you own the Shares. HOW DO I TENDER MY SHARES? To tender your Shares, you must deliver a registration statement under completed Assignment Form, to the Securities Act shallDepositary at: XxxXxxxxx Xxxxxxxxx Xxxxxx, except in connection XX, 0000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 (Telephone: 000-000-0000; Facsimile Transmission: 925-631-9119), no later than the time the Offer expires. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw previously tendered Shares at any time until the Offer has expired and, if we have not agreed to accept your Shares for payment by August 6, 2011, you can withdraw them at any time after such time until we do accept your Shares for payment. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with a Block Trade Offering, the required information to the Depositary while you still have the right to withdraw the Shares. WHAT DOES THE CORPORATION THINK OF THE OFFER? The Purchasers have not sought the approval or disapproval of the Corporation. The Corporation may be expected to respond with the Corporation’s position on the offer in the next two weeks. WILL THE CORPORATION CONTINUE AS A PUBLIC COMPANY? Yes. The Corporation reported 32,800 holders of its outstanding Shares as of the date of its most recent annual report, so this Offer cannot result in the Corporation no longer being a public company. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? The Purchasers do not believe that Shares held by non-tendering Shareholders will be affected by the completion of the offer. WHAT ARE THE PURCHASERS’ FUTURE INTENTIONS CONCERNING THE CORPORATION? The Purchasers have no present intention to seek control of the Corporation or to change the management or operations of the Corporation. The Purchasers do not have any such notice present intention to take action in connection with the liquidation of the Corporation or direction with any extraordinary transaction concerning the Corporation or its assets. Although the Purchasers do not have any present intention to take any action with respect to any management or all control of the Registrable Securities designated Corporation, the Purchasers reserve the right, at an appropriate time, to exercise their rights as shareholders to vote on matters subject to a shareholder vote, including any vote affecting the sale of the Corporation’s assets and the liquidation and dissolution of the Corporation. Thus, if the Purchasers purchase a significant number of the outstanding Shares of the Corporation (pursuant to this and any other tender offers and other purchases), they may be in a position to control the Corporation by it virtue of being able to vote in board of directors elections and other matters requiring shareholder consent. WHAT IS THE MARKET VALUE OF MY SHARES? The Shares do not have a readily ascertainable market value, and neither the Shareholders nor the Purchasers have any accurate means for registration by giving written notice to such effect determining the actual present value of the Shares. According to the Company prior Corporation, “There is no public market for shares of our common stock and we currently have no obligation or plans to apply for listing on any public trading market.” (Quarterly Report on Form 10-Q for the period ending March 31, 2011). The Purchasers’ review of independent secondary market reporting publications such as The Xxxxxxx Report and The Direct Investments Spectrum (formerly The Partnership Spectrum), reported no trading prices on secondary markets during the Spring 2011 and no trading prices on secondary markets in Mar/Apr 2011, respectively. Xxxxxx Xxxxx of Strategic Shareholder Liquidity Fund, LLC, Strategic Shareholder Liquidity Fund Operator, LLC, and Stonerise Capital Management Master Fund, LP purchased approximately 35,780 shares at $3 through a tender offer that expired on November 12, 2010. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. The Corporation has a share redemption program that is currently redeeming shares. The price the program will pay is $8.45 per Share, but importantly, the redemptions are subject to the effective date “Redemption Caps,” which have limited redemptions to approximately 12%, 8%, 7%, and 7% of such registration statementthe shares each stockholder requested to be redeemed for the previous four quarters. In Although there can be no certainty as to the event actual present value of the Shares, the Corporation estimates that the Shares have an estimated value of approximately $8.45 per Share. It should be noted, that the Purchasers have not made an independent appraisal of the Shares or the Corporation’s properties, and are not qualified to appraise real estate. Further, the Corporation’s estimate is based upon a number of assumptions and there can be no assurance that this estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by Shareholders for the Shares may not vary substantially from this estimate. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call XxxXxxxxx Xxxxxxxxx Xxxxxx, XX, toll-free, at 000-000-0000. To the Shareholders of DIVIDEND CAPITAL TOTAL REALTY TRUST, INC.: INTRODUCTION The Purchasers hereby offer to purchase 10,000,000 Shares at a purchase price of $4 per Share (“Offer Price”), less the amount of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company dividends declared or paid with respect to the Registrable Securities not so withdrawn; providedShares between June 7, however2011, that and the Expiration Date, in cash, without interest, upon the terms and subject to the conditions set forth in the case Offer. The Purchasers are unaware of a Demand Registrationany dividends declared or paid since June 7, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such 2011. Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement who tender their Shares will not be filed orobligated to pay any Corporation transfer fees, if theretofore filedor any other fees, be withdrawnexpenses or commissions in connection with the tender of Shares. During The Purchasers will pay all such ten day periodcosts and all charges and expenses of the Depositary, an affiliate of certain of the Company shall not file such registration statement if not theretofore filed orPurchasers, if such registration statement has been theretofore filedas depositary in connection with the Offer. For further information concerning the Purchasers, see Section 11 below and Schedule I. None of the Company shall not seekPurchasers or the Depositary is affiliated with the Corporation or the Corporation’s management. The address of the Corporation’s principal executive offices is 000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 00000, and shall use commercially reasonable efforts to preventits phone number is (000) 000-0000 Establishment of the Offer Price The Purchasers have set the Offer Price at $4 per Share, less the effectiveness thereof. Any registration statement withdrawn amount of any dividends declared or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders made with respect to the Shares between June 7, 2011 and the Expiration Date. In determining the Offer Price, the Purchasers analyzed a Shelf Registration Statement number of quantitative and qualitative factors, including: (i) the lack of a secondary market for resales of the Shares and the resulting lack of liquidity of an investment in the Corporation; (ii) the estimated value of the Corporation’s real estate assets; and (iii) the costs to the Purchasers associated with acquiring the Shares. The Corporation made the following statements in its Quarterly Report on Form 10-Q for the period ending March 31, 2011: “There is no public market for shares of our common stock and we currently have no obligation or plans to apply for listing on any public trading market.” The lack of any public market for the sale of Shares means that Shareholders have limited alternatives if they seek to sell their Shares. As a result of such limited alternatives for Shareholders, the Purchasers may not need to offer as high a price for the Shares as they would otherwise. On the other hand, the Purchasers take a greater risk in establishing a purchase price as there is no prevailing market price to be used for reference and the Purchasers themselves will have limited liquidity for the Shares upon consummation of the purchase. The Purchasers’ review of independent secondary market reporting publications such as The Xxxxxxx Report and The Direct Investments Spectrum (c) formerly The Partnership Spectrum), reported no trading prices on secondary markets during the Spring 2011 and no trading prices on secondary markets in accordance with Mar/Apr 2011, respectively. Xxxxxx Xxxxx of Strategic Shareholder Liquidity Fund, LLC, Strategic Shareholder Liquidity Fund Operator, LLC, and Stonerise Capital Management Master Fund, LP purchased approximately 35,780 shares at $3 through a tender offer that expired on November 12, 2010. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. The Purchasers are unaware of any other recent trading prices. The Purchasers are offering to purchase Shares which are an election illiquid investment and are not offering to purchase the Corporation’s underlying assets. The underlying asset value of the Corporation is one factor used by the Company subsequent Purchasers in arriving at the Offer Price. Although there can be no certainty as to the effectiveness actual present value of the applicable Demand Registration statement because any post-effective amendment Shares, the Corporation estimates that the Shares have an estimated value of approximately $8.45 per Share. It should be noted, that the Purchasers have not made an independent appraisal of the Shares or supplement the Corporation’s properties, and are not qualified to appraise real estate. Further, the Corporation’s estimate is based upon a number of assumptions and there can be no assurance that this estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by Shareholders for the Shares may not vary substantially from this estimate. As mentioned above, the Corporation has a share redemption program that is currently redeeming shares. The price the program will pay is $8.45 per Share, but importantly, the redemptions are subject to the applicable Demand Registration statement contains information regarding “Redemption Caps,” which have limited redemptions to approximately 12%, 8%, 7%, and 7% of the Company shares each stockholder requested to be redeemed for the previous four quarters. The Offer Price represents the price at which the Company deems adverse Purchasers are willing to purchase Shares. The Purchasers arrived at the $4 Offer Price by applying a liquidity discount to the Company, shall not be counted as Corporation’s estimate of the per share value. The Purchasers apply such a Demand. If discount with the intention of making a Shareholder withdraws its notification or direction profit by holding on to the Company Shares until the Corporation is liquidated, hopefully at close to include Registrable Securities the full value. No independent person has been retained to evaluate or render any opinion with respect to the fairness of the Offer Price and no representation is made by the Purchasers or any affiliate of the Purchasers as to such fairness. Other measures of the value of the Shares may be relevant to Shareholders. Shareholders are urged to consider carefully all of the information contained herein and consult with their own advisers, tax, financial or otherwise, in evaluating the terms of the Offer before deciding whether to tender Shares. The Offer is not made with any current view toward or plan or purpose of acquiring Shares in a registration statement series of successive and periodic offers. Nevertheless, the Purchasers reserve the right to gauge the response to this solicitation, and, if not successful in accordance with purchasing 10,000,000 Shares pursuant to this Section 3.4Offer, such Shareholder shall be required to promptly reimburse may consider future offers. Factors affecting the Company Purchasers’ future interest in acquiring additional Shares include, but are not limited to, the relative success of the current Offer, any increase or decrease in the availability of capital for all expenses incurred investment by the Company Purchasers and their investment fund affiliates, the current diversification and performance of each affiliated fund’s portfolio of real estate interests, the development of any public market in connection with preparing the Shares or actions by unrelated parties to tender for or purchase Shares, the registration status of such Registrable Securitiesand changes and trends in the Corporation’s operations, announcement of pending property sales and the proposed terms of sales, and local and national real estate and financial market developments and trends.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after September 29, 2011. If purchase of or directed payment for Shares is delayed for any reason or if the Company Purchaser is unable to include purchase or pay for Shares for any reason, then, without prejudice to the Purchaser's rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchaser and may not be withdrawn except that tendering stockholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or all return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share certificates evidencing Shares to be withdrawn have been delivered or direction otherwise identified to the Depositary, then, prior to the physical release of such Share certificates, the serial numbers shown on such Share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares," any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3—"Procedures for Accepting the Offer and Tendering Shares" at any time prior to the Expiration Date or during any Subsequent Offering Period. No withdrawal rights will apply to Shares tendered during a Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1—"Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer." We will determine, in our sole discretion, all questions as to the Company prior form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding (subject to the effective date of such registration statement. In the event decision of any such withdrawalcourt of competent jurisdiction). None of Parent, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodPurchaser, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares validly tendered pursuant to the Company Offer may be withdrawn at any time prior to the effective date Expiration Date, as described in this Section 4. For a withdrawal of Shares to be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as discussed above), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such registration statementcertificates. In No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the event Offer. However, withdrawn Shares may be re-tendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the Expiration Date. Table of Contents We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any notice of withdrawal and our determination will be final and binding on all parties, subject to the right of any such withdrawalparty to dispute such determination in a court of competent jurisdiction. None of Galenica, Purchaser, Relypsa, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file Information Agent or any of their respective affiliates or assigns, or any other person, will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as described in this Section 4, tenders of Shares made in the Offer are irrevocable. You may withdraw tenders of Shares made pursuant to the Offer at any time before the Expiration Time. If we extend the period of time during which the Offer is open, are delayed in accepting for payment or directed paying for Shares or are unable to accept for payment or pay for Shares pursuant to the Company Offer for any reason, then, without prejudice to include any or all of its Registrable Securities in a registration statement our rights under the Securities Act shallOffer, the Depositary may, on our behalf, retain all Shares tendered, and such Shares may not be withdrawn, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statementextent that a tendering Stockholder duly exercises withdrawal rights as described in this Section 4. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a tendering Stockholder’s withdrawal to be Registrable Securities for all purposes effective, a written or telegraphic notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn; provided, howeverthe number of Shares to be withdrawn and the name of the registered Stockholder, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or Shares tendered by delivery of certificates, the requesting Demand Shareholders serial numbers shown on the specific certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with respect to a Shelf Registration Statement or (c) Table of Contents the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be retendered at any time before the Expiration Time by again following any of the procedures described in accordance with an election by the Company subsequent Section 3—“Procedure for Tendering Shares.” We will determine, in our sole discretion, all questions as to the effectiveness form and validity (including time of the applicable Demand Registration statement because receipt) of any post-effective amendment or supplement notice of withdrawal, and our determination will be final and binding, subject to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse rights of tendering Stockholders to the Company, shall challenge our determination in a court of competent jurisdiction. We will not be counted as a Demand. If a Shareholder withdraws its under any duty to give notification of any defect or direction irregularity in tenders or waivers of any such defect or irregularity or incur any liability for failure to give any such notification, nor will the Company Depositary, the Information Agent or any other person be under any duty to include Registrable Securities give notification of any defect or irregularity in a registration statement in accordance with this Section 3.4, tenders or waivers of any such Shareholder shall be required defect or irregularity or incur any liability for failure to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of give any such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed A shareholder may withdraw Shares previously tendered in the Company to include Offer at any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective date Expiration Date (including any extension of such registration statementtime). Thereafter, tenders of Shares are irrevocable. If not accepted for payment as provided in this Offer to Purchase prior to April 27, 2017, such Shares may also be withdrawn at any time after April 27, 2017. In the event Purchaser provides the Subsequent Offering Period following the Offer, no withdrawal rights will apply to Shares tendered during such Subsequent Offering Period or to Shares tendered in the Offer and accepted for payment prior to the commencement of such Subsequent Offering Period. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to Purchaser's rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on Purchaser's behalf, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that such shareholder is entitled to and properly exercises withdrawal rights as described in this Section 4—"Withdrawal Rights" of this Offer to Purchase. Any such delay will be by an extension of the Offer to the extent required by applicable law and the rules and regulations of the SEC. In order for a shareholder's withdrawal of Shares to be effective, such shareholder must timely deliver a written or facsimile transmission notice of withdrawal to the Depositary at one of its addresses or fax numbers set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify such shareholder's name, the number of Shares that such shareholder wants to withdraw, and, if Certificates have been tendered, the name of the registered holder of Shares as shown on the Certificate, if different from such shareholder's name. If Certificates for the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of Certificates, the serial numbers shown on the particular Certificates evidencing Shares to be withdrawn must be submitted to the Depositary and an Eligible Institution must guarantee the signatures on the notice of withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of a Demand RegistrationShares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Offer to Purchase, if such the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at DTC to be included credited with the withdrawn Shares, in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities which case a notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice withdrawal will be effective if delivered to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities Depositary by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders any method of delivery described in the case first sentence of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demandthis paragraph. If a Shareholder withdraws its notification or direction shareholder who tendered Shares through the Arctic Cat 401(k) Plan by giving instructions to Xxxxx Fargo Bank, N.A. wishes to withdraw Shares from the tender, an updated Tender Offer Instruction Form must be delivered to Xxxxx Fargo Bank, N.A. Such instructions must provide sufficient notice in advance of the Expiration Date (and in any event not later than three (3) business days prior to the Company Expiration Date) to include Registrable Securities enable Xxxxx Fargo Bank, N.A. and the Arctic Cat 401(k) Plan Trustee to comply with the instructions contained therein. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in a registration statement its sole discretion. None of Textron, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in accordance with any notice of withdrawal or incur any liability for failure to give any such notification. A withdrawal of Shares may not be rescinded. Any Shares that are properly withdrawn will be considered not to have been validly tendered for purposes of the Offer, but such Shares may be tendered again at any time before the Expiration Date by following any of the procedures described in Section 3—"Procedures for Accepting the Offer and Tendering Shares" of this Section 3.4, such Shareholder shall be required Offer to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesPurchase.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 3, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date of such registration statementExpiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after May 5, 1996. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If Share Certificates have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below Share Certificates, the Registrable Amount, then serial numbers shown on such Share Certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been delivered pursuant to the Companyprocedure for book-entry transfer as set forth in Section 2, elect any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn Shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be filed orrescinded, if theretofore filedand any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. During such ten day periodAll questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of the Purchaser, Parent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts to preventInformation Agent, the effectiveness thereof. Any registration statement withdrawn Dealer Manager or not filed (a) any other person will be under any duty to give notification of any defects or irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer will be irrevocable, except in connection with a Block Trade Offering, have the right to withdraw that Shares tendered may be withdrawn at any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective Expiration Date, and, unless theretofore accepted for payment by Purchaser as provided herein, may also be withdrawn on or after May 22, 2000 (or such later date as may apply if the Offer is extended). For a withdrawal of such registration statementShares tendered to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase or sent by facsimile transmission to the Depositary at the following numbers: (000) 000-0000 or (000) 000-0000 (please call (000) 000-0000 to confirm receipt of facsimile only). In Any notice of withdrawal must specify the event name of any such withdrawalthe person who tendered the Shares to be withdrawn, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue number of Shares to be Registrable Securities for all purposes of this Agreement. No withdrawn and the name(s) in which the certificate(s) representing such withdrawal shall affect the obligations Shares are registered, if different from that of the Company with respect person who tendered such Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Registrable Securities not so Depositary, the name of the registered holder and the serial numbers shown on the particular certificates evidencing such Shares to be withdrawn must also be furnished to the Depositary prior to the physical release of the Shares to be withdrawn; provided, however, that . The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered by an Eligible Institution). If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 2, if such any notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at DTC to be included credited with such withdrawn Shares and must otherwise comply with DTC's procedures. If Purchaser extends the Offer, is delayed in its acceptance for payment of any Shares tendered, or is unable to accept for payment or pay for Shares tendered pursuant to the Offer, for any reason whatsoever, then, without prejudice to Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such registration below Shares may not be withdrawn except to the Registrable Amountextent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described in this Section. Any such delay will be accompanied by an extension of the Offer to the extent required by law. Withdrawals of tenders of Shares may not be rescinded, then and Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect andOffer. However, within ten days withdrawn Shares may be retendered by again following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in Section 2 at any time prior to the CompanyExpiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, elect to register additional Registrable Securitiesin its sole discretion, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesand its determination will be final and binding on all persons. None of Parent, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodPurchaser, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal, nor shall not seek, and shall use commercially reasonable efforts any of them incur any liability for failure to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after August 6, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Assignment Form. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Assignment Form in the same manner as the Assignment Form was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that in they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 10,000,000 Shares have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Shares to be included in purchased, the Purchaser will deem all Shares from Shareholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Shareholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Assignment Form with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer may be withdrawn at any time prior to the effective date Expiration Date only pursuant to the procedures set forth below. Thereafter, such tenders are irrevocable, except that they may be withdrawn at any time after December 21, 1997 if they have not previously been accepted for payment as provided in this Offer to Purchase. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such registration statement. In notice of withdrawal must specify the event name of any such withdrawalthe person who tendered the Shares to be withdrawn, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue number of Shares to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect withdrawn and the obligations name of the Company with respect registered holder, if different from that of the person who tendered such Shares. If Stock Certificates evidencing Shares to be withdrawn have been delivered to the Registrable Securities not so withdrawn; providedDepositary, however, that a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) must be submitted prior to the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or Shares tendered by delivery of Stock Certificates, the requesting Demand Shareholders name of the registered holder (if different from that of the tendering shareholder) and the serial numbers shown on the particular Stock Certificates evidencing the Shares to be withdrawn, or, in the case of Shares tendered by book-entry transfer, the name and number of the account at one of the Book-Entry Transfer Facilities to be credited with respect to a Shelf Registration Statement or (c) the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be tendered by again following one of the procedures described in accordance with an election by the Company subsequent Section 3 at any time prior to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement Expiration Date. All questions as to the applicable Demand Registration statement contains information regarding form and validity (including of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, Parent, the Company which Depositary, the Company deems adverse Information Agent or any other person will be under any duty to the Company, shall not be counted as a Demand. If a Shareholder withdraws its give notification of any defects or direction irregularities in any notice of withdrawal or incur any liability for failure to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after December 10, 2012. For withdrawal to be effective date a written or facsimile transmission notice of such registration statement. In withdrawal must be timely received by the event of any such withdrawal, Depositary at the Company shall not include such Registrable Securities address or the facsimile number set forth in the applicable registration attached Agreement of Assignment and Transfer. Any such Registrable Securities shall continue notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. If purchase of, or payment for, Shares is delayed for all purposes any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of this Agreement. No their control, (such withdrawal shall affect as obtaining the obligations execution of the Company with respect to the Registrable Securities not so withdrawn; providedselling shareholder’s custodian, however, that in the case of a Demand Registrationshares held in an IRA account, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register or obtaining additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect documents from tendering shareholders that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall may be required to promptly reimburse process the Company for all expenses incurred transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Company Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in connection with preparing this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Shares properly withdrawn will be deemed not to be validly tendered for purposes of the registration of such Registrable SecuritiesOffer. Withdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tender of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after November 6, 2000. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4, subject to Rule 14e-1(c) under the Exchange Act. Any such delay will be by an extension of the Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shall, by written notice Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the CompanyDepositary, elect then, prior to register additional Registrable Securitiesthe physical release of such Share Certificates, when taken together the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesthe withdrawn Shares. ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL WILL BE DETERMINED BY PURCHASER, to satisfy the Registrable Amount or elect that such registration statement IN ITS SOLE DISCRETION, WHOSE DETERMINATION WILL BE FINAL AND BINDING. NONE OF PURCHASER, CSG OR ANY OF THEIR RESPECTIVE AFFILIATES OR ASSIGNS, THE DEPOSITARY, THE INFORMATION AGENT, THE DEALER MANAGER OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTIFICATION. Withdrawals of Shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofrescinded. Any registration statement Shares properly withdrawn or will thereafter be deemed not filed (a) in accordance with an election by to have been validly tendered for purposes of the CompanyOffer. Notwithstanding the foregoing, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn Shares may be re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company Offer may be withdrawn according to include the procedures set forth below at any time before the Expiration Date. In addition, pursuant to Section 14(d)(5) of the Exchange Act, the Shares may be withdrawn at any time after December 13, 2008, which is the 60th day after the date of the Offer, unless prior to that date the Purchaser has accepted for payment the Shares validly tendered in the Offer. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at its Registrable Securities address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3 — “Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by 19 Table of Contents following one of the procedures described in Section 3 — “Procedure for Tendering Shares” at any time before the Expiration Date. No withdrawal rights will apply to Shares tendered in a registration statement Subsequent Offering Period under Rule 14d-11 of the Securities Act shallExchange Act, except in connection with and no withdrawal rights apply during a Block Trade Offering, have the right to withdraw any such notice or direction Subsequent Offering Period under Rule 14d-11 with respect to any or all Shares tendered in the Offer and previously accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” All questions as to the Company prior form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. None of the Purchaser, Lilly, the Depositary, the Information Agent, the Dealer Manager, ImClone or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. The method for delivery of any documents related to a withdrawal is at the effective date risk of such registration statementthe withdrawing shareholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Date and, thereafter, you may withdraw such Shares at any time until such Shares have been accepted for payment as provided in this Offer to Purchase. If we extend the Offer, delay acceptance for payment or directed payment for Shares or are unable to accept for payment or pay for Shares pursuant to the Company Offer for any reason, then, without prejudice to include any or all of its Registrable Securities in a registration statement our rights under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawalOffer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, on our behalf, retain all Shares tendered, and such Registrable Securities shall continue Shares may not be withdrawn except as otherwise provided in this Section 4. For your withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn; provided, howeverthe number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered by again following one of the procedures described in "The Offer—Section 3—Procedure for Tendering Shares" at any time before the Expiration Date. If we provide a Demand Registration or by Subsequent Offering Period (as described in more detail in "The Offer—Section 1—Terms of the requesting Demand Shareholders Offer") following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period and no withdrawal rights will apply during such Subsequent Offering Period with respect to a Shelf Registration Statement or (c) Shares previously tendered in accordance with an election by the Company subsequent Offer and accepted for payment. We will determine, in our discretion, all questions as to the effectiveness form and validity (including time of the applicable Demand Registration statement because receipt) of any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Companynotice of withdrawal, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder and our determination shall be required final and binding. We also reserve the absolute right to promptly reimburse waive any defect or irregularity in the Company withdrawal of Shares by any stockholder, whether or not similar defects or irregularities are waived in the case of any stockholder. None of MW, the Purchaser, the Dealer Managers, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for all expenses incurred by the Company in connection with preparing for the registration of failure to give any such Registrable Securitiesnotification.

Withdrawal Rights. An INXN shareholder may properly withdraw INXN shares tendered pursuant to the offer at any time prior to the expiration time. On and after the expiration time, INXN shareholders that have tendered their shares pursuant to the offer will no longer be able to withdraw their shares and tenders of shares made pursuant to the offer will be irrevocable; provided, that, if Buyer has not yet accepted INXN shares tendered for exchange, any INXN shareholder may withdraw its tendered shares after the 60th day following commencement of the offer pursuant to Section 14(d)(5) of the Exchange Act. To properly withdraw previously tendered shares, INXN shareholders must instruct the exchange agent to arrange for the withdrawal of such shares by a written or facsimile transmission notice of withdrawal, which must be timely received by the exchange agent prior to the expiration time at the appropriate address set forth on the back cover of this document. Any Shareholder notice of withdrawal must specify the name of the person having notified tendered the INXN shares to be withdrawn, the number of tendered INXN shares to be withdrawn and the name of the holder of the tendered INXN shares to be withdrawn, if different from that of the person who tendered such shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal shall be determined by Xxxxx, in its sole discretion, which determination shall be final and binding, subject to any judgment of any court of competent jurisdiction. No withdrawal of tendered INXN shares shall be deemed to have been properly made until all defects and irregularities have been cured or directed the Company to include waived. None of Buyer or any or all of its Registrable Securities affiliates or assignees, the exchange agent, or any other person shall be under any duty to give notification of any defects or irregularities in a registration statement any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of INXN shares may not be rescinded, and any INXN shares properly withdrawn shall be deemed not to have been validly tendered for purposes of the offer. However, withdrawn INXN shares may be retendered by following one of the procedures for tendering described above. Appraisal Rights Neither INXN’s shareholders nor shareholders of Intrepid I are entitled under Dutch law or otherwise to appraisal or dissenters’ rights related to the Securities Act shall, except INXN shares or Intrepid I shares in connection with the offer or, subject to the following, the post-offer reorganization. Pursuant to Dutch law, a Block Trade Offeringshareholder who for its own account (or together with its group companies) owns at least 95% of the company’s issued capital may institute proceedings against the company’s other shareholders jointly for the transfer of their shares to that shareholder. The proceedings are held before the Enterprise Court of the Amsterdam Court of Appeal, have which may grant the right claim for squeeze-out in relation to withdraw any all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will offer an opinion to the Enterprise Court on the value of the shares to be transferred. As part of the post-offer reorganization, Xxxxx may initiate such notice proceedings in respect of Intrepid I shares or direction INXN shares. In the event Xxxxx initiates such proceedings, Xxxxx will request the Enterprise Chamber of the Amsterdam Court of Appeals to set the cash per share amount payable at the value of the per share offer consideration (adjusted for the legal merger or the conversion (as described herein), where applicable) at the time the offer consideration for INXN shares validly tendered is delivered. Buyer expects on this basis that pursuant to the compulsory acquisition non-tendering holders of INXN shares will receive for each INXN share not validly Table of Contents tendered a cash amount equal to the value of the per share offer consideration at the time the offer consideration for INXN shares validly tendered is delivered. DLR stockholders are not entitled to appraisal or dissenters’ rights with respect to any or all of the Registrable Securities designated by it for registration by giving written notice matters to such effect be considered and voted on at the DLR special meeting. Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares The following is a summary of the material U.S. federal income tax considerations to U.S. holders (as defined below) of INXN shares of the receipt of shares of DLR common stock pursuant to the Company prior offer and the post-offer reorganization and of the ownership and disposition of such shares of DLR common stock. This summary is for general information only and is not tax advice. The information in this summary is based on: • the Internal Revenue Code of 1986, as amended, which we refer to as the effective Code; • current, temporary and proposed U.S. Treasury regulations promulgated under the Code, which we refer to as the Treasury Regulations; • the legislative history of the Code; • administrative interpretations and practices of the Internal Revenue Service, which we refer to as the IRS; and • court decisions; in each case, as of the date of such registration statementthis prospectus. In the event of any such withdrawaladdition, the Company shall not include such Registrable Securities in the applicable registration administrative interpretations and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations practices of the Company IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the Registrable Securities particular taxpayers who requested and received those rulings. Future legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerations contained in this summary. Any such change could apply retroactively to transactions preceding the date of the change. We have not so withdrawn; providedrequested and do not intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the offer or the post-offer reorganization or DLR’s qualification as a REIT, howeverand the statements in this prospectus are not binding on the IRS or any court. Thus, we can provide no assurance that the tax considerations contained in this summary will not be challenged by the case IRS or will be sustained by a court if challenged by the IRS. This summary does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any U.S. federal tax laws other than U.S. federal income tax laws. This summary assumes that holders of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect INXN shares hold their INXN shares and, within ten days following the mailing offer or the post-offer reorganization, shares of such noticeDLR common stock as “capital assets” (generally, such Shareholders still seeking registration shallproperty held for investment within the meaning of Section 1221 of the Code). It does not address all U.S. federal income tax consequences that may be relevant to holders of INXN shares in light of their particular circumstances, by written notice including any tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. In addition, except where specifically noted, this discussion does not address the tax consequences relevant to the Companypersons subject to special rules, elect to register additional Registrable Securitiesincluding, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieswithout limitation: • banks, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekinsurance companies, and shall use commercially reasonable efforts to preventother financial institutions; • tax-exempt organizations or governmental organizations; • S corporations, the effectiveness thereof. Any registration statement withdrawn partnerships or not filed other entities or arrangements treated as partnerships for U.S. federal income tax purposes (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.and investors therein);

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after December 25, 2010. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Assignment Form. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Assignment Form in the same manner as the Assignment Form was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that in they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 40 Shares have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Shares to be included in purchased, the Purchaser will deem all Shares from Shareholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Shareholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Assignment Form with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Common Shares made pursuant to the Company Offer are irrevocable except that such Common Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after March 30, 1998. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Common Shares or is unable to accept Common Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on behalf of Purchaser, retain tendered Common Shares, and such Registrable Securities shall continue Common Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Common Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Common Shares to be included withdrawn and the name of the registered holder, if different from that of the person who tendered such Common Shares. If Common Share Certificates evidencing Common Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Common Share Certificates, the serial numbers shown on such Common Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Common Shares have been tendered for the account of an Eligible Institution. If Common Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Common Shares and otherwise comply with such registration below Book-Entry Transfer Facility's procedures. All questions as to the Registrable Amountform and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, then in its sole discretion, whose determination will be final and binding. None of Parent, Purchaser, the Company shall as promptly as practicable Dealer Managers, the Depositary, the Information Agent or any other person will be under any duty to give each Shareholder seeking notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to register Registrable Securities notice give any such notification. Any Common Shares properly withdrawn will thereafter be deemed not to such effect andhave been validly tendered for purposes of the Offer. However, within ten days withdrawn Common Shares may be retendered at any time prior to the Expiration Date by following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) procedures described in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Any Shareholder having notified or directed the Company Except as otherwise provided in this Section, tenders of shares are irrevocable. Shares tendered pursuant to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect our offer may be withdrawn pursuant to the Company procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment and paid for by us pursuant to our offer, may also be withdrawn at any time after 5:00 P.M. New York City time, on August 13, 2005. If we announce a subsequent offering period as provided in Rule 14d-11 of the Exchange Act, we will immediately accept and promptly pay for any shares validly tendered during such registration statementperiod. In the event of Tenders during any such withdrawal, the Company shall subsequent offering period may not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue be withdrawn. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by our Depositary at one of its addresses set forth on the back cover of this Agreement. No such withdrawal shall affect document and must specify the obligations name of the Company with respect person having tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to our Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking serial numbers shown on such certificates must be submitted to register Registrable Securities notice to such effect our Depositary and, within ten days following unless such shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If the shares have been delivered pursuant to the Companyprocedures for book-entry transfer as set forth above, elect any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy Book-Entry Transfer Facility's procedures. Withdrawals of tenders of the Registrable Amount or elect that such registration statement shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekrescinded, and shall use commercially reasonable efforts to preventany shares properly withdrawn will thereafter be deemed not validly tendered for purposes of our offer. However, withdrawn shares may be tendered by again following one of the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent procedures described above any time prior to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement Expiration Date. All questions as to the applicable Demand Registration statement contains information regarding the Company form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, which the Company deems adverse determination will be final and binding. Neither we, our Depositary, our Information Agent, nor any other person will be under any duty to the Company, shall not be counted as a Demand. If a Shareholder withdraws its give notification of any defects or direction irregularities in any notice of withdrawal or incur any liability for failure to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified ​ A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or directed prior to the Company to include any or all of its Registrable Securities Expiration Date, as described in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the this Section 4. This right to withdraw will not, however, apply to Shares tendered in any subsequent offering period, if one is provided. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer and the Merger Agreement, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. For a withdrawal of Shares to be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (as discussed above), unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or direction otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such certificates. No withdrawal rights will apply to Shares tendered during a subsequent offering period, if one is provided, and no withdrawal rights will apply during any subsequent offering period with respect to Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole and absolute discretion, which determination shall be final and binding on all parties, subject to the right of any such party to dispute such determination in a court of competent jurisdiction. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or all waived. None of Comtech, Purchaser, the Depositary, the Information Agent or any of their respective affiliates or assigns or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Registrable Securities designated Offer. However, withdrawn Shares may be retendered by it following one of the procedures for registration by giving written notice to such effect to the Company tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the effective date of such registration statementExpiration Date. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.TABLE OF CONTENTS​

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered pursuant to the Offer pursuant to the procedures set forth below at any time before the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after August 20, 2013, unless such Shares have been accepted for payment as provided in this Offer to Purchase. If we extend the Offer, delay acceptance for payment or directed payment for Shares or are unable to accept for payment or pay for Shares pursuant to the Company Offer for any reason, then, without prejudice to include any or all of its Registrable Securities in a registration statement our rights under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawalOffer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, on our behalf, retain all Shares tendered, and such Registrable Securities shall continue Shares may not be withdrawn except as otherwise provided in this Section 4. For your withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so Shares must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn; provided, howeverthe number of Shares to be withdrawn and the name of the registered holder of Shares, if different from that of the person who tendered such Shares. If the certificates evidencing Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of a Demand Registration, if such withdrawal shall reduce Shares tendered by an Eligible Institution) signatures guaranteed by an Eligible Institution must be submitted before the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShares. In addition, such Shareholders still seeking registration shallnotice must specify, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of Shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be re-tendered by again following one of the procedures described in “The Offer — Section 3” at any time before the Expiration Date. If we provide a Demand Registration or by Subsequent Offering Period (as described in more detail in “The Offer — Section 1”) following the requesting Demand Shareholders Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period and no withdrawal rights apply during such Subsequent Offering Period with respect to a Shelf Registration Statement or (c) Shares previously tendered in accordance with an election by the Company subsequent Offer and accepted for payment. We will determine, in our discretion, all questions as to the effectiveness form and validity (including time of receipt) of any notice of withdrawal, and our determination shall be final and binding. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any stockholder, whether or not similar defects or irregularities are waived in the case of any stockholder. None of the applicable Demand Registration statement because Purchaser or its affiliates, the Financial Advisor, the Depositary, the Information Agents or any post-effective amendment other person will be under any duty to give notification of any defect or supplement irregularity in any notice of withdrawal or waiver of any such defect or irregularity or incur any liability for failure to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 3, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after October 5, 2000 unless, as described below, such Shares are tendered during any Subsequent Offering Period. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statementcertificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, any and all signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered pursuant to the book-entry transfer procedures described in Section 2, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. In the event of any the Purchaser provides a Subsequent Offering Period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities Subsequent Offering Period or to Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified Except as described in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. You may withdraw Shares that you have previously tendered in the Offer at any time on or directed before the Company Expiration Date and, unless theretofore 13 Table of Contents accepted for payment as provided herein, Shares that you have tendered may also be withdrawn at any time after September 7, 2006. In order for your withdrawal to include any be effective, you must timely deliver a written or all facsimile transmission notice of withdrawal to the Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover of this Offer to withdraw any Purchase. Any such notice or direction with respect of withdrawal must specify your name, the number of Shares that you want to any or all withdraw, and (if Share Certificates have been tendered) the name of the Registrable Securities designated by it for registration by giving written notice to such effect registered holder of the Shares as shown on the Share Certificate, if different from your name. If Share Certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statement. In Share Certificates, you must submit the event serial numbers shown on the particular Share Certificates evidencing the Shares to be withdrawn and an Eligible Institution must guarantee the signature on the notice of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 of this Offer to Purchase, the notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book Entry Transfer Facility’s procedures, in which case a Demand Registrationnotice of withdrawal will be effective if delivered to the Depositary by any method of delivery described in the first sentence of this paragraph. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or we are unable to accept for payment or pay for Shares tendered in the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, on our behalf, retain Shares that you have tendered, and you may not withdraw your Shares, except to the extent that you are entitled to and duly exercise withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time on or before the Expiration Date (or during a Subsequent Offering Period, if such one is provided) by following one of the procedures described in Section 3 hereof. No withdrawal shall reduce rights will apply to Shares tendered during any Subsequent Offering Period and no withdrawal rights apply during the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders Subsequent Offering Period with respect to a Shelf Registration Statement or (c) Shares tendered in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a DemandOffer and accepted for payment. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this See Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities1.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 3, tenders of shares of Starbase common stock in the Company to include any or all Offer are irrevocable. Shares of its Registrable Securities Starbase common stock that are tendered in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Offer may be withdrawn pursuant to the Company procedures described below at any time prior to the effective Expiration Date (as it may be extended), and shares that are tendered may also be withdrawn at any time after December 10, 2002 unless accepted for payment on or before that date of such registration statementas provided in this Offer to Purchase. In the event that the Purchaser provides for a subsequent offering period following the successful completion of any the Offer, (i) no withdrawal rights will apply to shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in the applicable registration Offer and such Registrable Securities shall continue accepted for payment. For a withdrawal of shares of Starbase common stock previously tendered in the Offer to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase, specifying the obligations name of the Company with respect person having tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such shares have been tendered by an Eligible Institution, any and all signatures on the mailing notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If shares have been tendered pursuant to the Companybook-entry transfer procedures described in Section 2 of this Offer to Purchase, elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, when taken together with elections which determination will be final and binding. None of the Purchaser, Borland, Starbase, the Depositary for the Offer, the Information Agent or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of shares of Starbase common stock may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofrescinded. Any registration statement shares properly withdrawn or will thereafter be deemed not filed (a) in accordance with an election by have been validly tendered for purposes of the CompanyOffer. However, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn shares may be re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities2 hereof.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Units made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Units tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date of such registration statementExpiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after April 9, 2004. In If purchase of, or payment for, Units is delayed for any reason, including extension by the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Purchaser of the Company with respect Expiration Date, or if the Purchaser is unable to purchase or pay for Units for any reason (for example, because of proration adjustments) then, without prejudice to the Registrable Securities Purchaser’s rights under the Offer, tendered Units may be retained by the Purchaser and may not so be withdrawn; provided, except to the extent that tendering Unit holders are otherwise entitled to withdrawal rights as set forth in this Section 5, subject, however, that to the Purchaser’s obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unit holders the purchase price in respect of Units tendered or return documents, if any, representing those Units promptly after termination or withdrawal of the Offer. For withdrawal to be effective, a written notice of withdrawal must be timely received by the Purchaser at its address listed in the case Letter of a Demand Registration, if such Transmittal. Any notice of withdrawal shall reduce must specify the number name of Registrable Securities sought the person(s) who tendered the Units to be included withdrawn and must be signed by the person(s) who signed the Letter of Transmittal in such registration below the Registrable Amountsame manner as the Letter of Transmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect andhowever, within ten days by following the mailing procedures described in Section 3 herein at any time prior to the Expiration Date. All questions about the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser, which determination shall be final and binding. Neither the Purchaser nor any other person will be under any duty to give notice of any defects in any notice of withdrawal or incur any liability for failure to give any such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 3, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date of such registration statementExpiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 20, 1995. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been delivered pursuant to the Companyprocedure for book-entry transfer as set forth in Section 2, elect any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn Shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be filed orrescinded, if theretofore filedand any Shares properly withdrawn will thereafter be deemed not validly tendered for any purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. During such ten day periodAll questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seekInformation Agent, and shall use commercially reasonable efforts either Dealer Manager, or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company Offer may be withdrawn according to include the procedures set forth below at any time before the Expiration Date. In addition, pursuant to Section 14(d)(5) of the Exchange Act, the Shares may be withdrawn at any time after March 26, 2011, which is the 60th day after the date of the Offer, unless prior to that date the Purchaser has accepted for payment the Shares validly tendered in the Offer. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at its Registrable Securities address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3 — “Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3 — “Procedure for Tendering Shares” at any time before the Expiration Date. 17 Table of Contents No withdrawal rights will apply to Shares tendered in a registration statement Subsequent Offering Period under Rule 14d-11 of the Securities Act shallExchange Act, except in connection with and no withdrawal rights apply during a Block Trade Offering, have the right to withdraw any such notice or direction Subsequent Offering Period under Rule 14d-11 with respect to any or all Shares tendered in the Offer and previously accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” All questions as to the Company prior form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. None of the Purchaser, IDEX, the Depositary, Microfluidics or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. The method for delivery of any documents related to a withdrawal is at the effective date risk of such registration statementthe withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. A shareholder may withdraw Shares tendered pursuant to the Offer at any time prior to the effective date Expiration Date. For a withdrawal of Shares to be effective, a written transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to the Depositary prior to the physical release of such registration statementcertificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us, in our sole discretion, which determination will be final and binding. No withdrawal of Shares Table of Contents will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Endo, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering Shares described in Section 3—“Procedures for Tendering Shares” at any time prior to the Expiration Date. If we extend the Offer, delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to our rights under the Offer, the Depositary may nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders exercise withdrawal rights as described in this Section 4 prior to the Expiration Date. In the event of any we provide a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period or to Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. A stockholder may withdraw Shares tendered pursuant to the Offer at any time on or prior to the effective Expiration Date and, unless and until theretofore accepted for payment by Purchaser pursuant to the Offer, such Shares may also be withdrawn at any time after May 2, 2008 (or an applicable subsequent date in the event we extend the Offer). We are not required to provide for withdrawal rights for any subsequent offering period. For a withdrawal of Shares to be effective, a written or facsimile transmission notice of withdrawal must be timely received by Mellon Investor Services at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the record holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—"Procedures for Tendering Shares," any notice of withdrawal must specify the name and number of the account at LaSalle Bank to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to Mellon Investor Services, the name of the registered owner and the serial numbers shown on such certificates must also be furnished to Mellon Investor Services prior to the physical release of such registration statementcertificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, which determination shall be final and binding. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Opto Circuits, Purchaser or any of their respective affiliates or assigns, Mellon Investor Services, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures for tendering shares described in Section 3—"Procedures for Tendering Shares" at any time prior to the Expiration Date. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept for payment, Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under this Offer, Mellon Investor Services may nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders exercise withdrawal rights as described in this Section 4 before the Expiration Date or at any time after May 2, 2008 (or an applicable subsequent date in the event we extend the Offer), unless theretofore accepted for payment as provided herein. In the event of any Purchaser provides a subsequent offering period following the Offer, no withdrawal rights will apply to Shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period or to Shares tendered in the applicable registration Offer and such Registrable Securities shall continue to be Registrable Securities accepted for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiespayment.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after May 2, 2008. For a withdrawal to be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share certificates evidencing Shares to be withdrawn have been delivered or direction otherwise identified to the Depositary, then, prior to the physical release of such Share certificates, the serial numbers shown on such Share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. No withdrawal rights will apply to Shares tendered during a Subsequent Offering Period and no withdrawal rights apply during the Subsequent Offering Period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” We will determine, in our sole discretion, all questions as to the Company prior to the effective date form and validity (including time of such registration statement. In the event receipt) of any such withdrawalnotice of withdrawal and our determination will be final and binding. None of the Purchaser, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDealer Manager, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereofgive notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case 8 Table of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.Contents

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Series A Shares tendered pursuant to the Company Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by the Purchasers pursuant to the Offer, may also be withdrawn at any time after December 5, 1999, or at such later time as may apply if the Offer is extended. If the Purchasers extend the Offer, are delayed in their acceptance of such registration statement. In Series A Shares for payment or are unable to accept Series A Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to the Purchasers' rights under the Offer, the Company shall not include such Registrable Securities in Depositary may, nevertheless, on behalf of the applicable registration Purchasers, retain tendered Series A Shares, and such Registrable Securities shall continue Series A Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Series A Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Series A Shares to be included in withdrawn and the name of the registered holder, if different from that of the person who tendered such registration below Series A Shares. If Share Certificates evidencing Series A Shares to be withdrawn have been delivered or otherwise identified to the Registrable AmountDepositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing release of such noticeShare Certificates, the serial numbers shown on such Shareholders still seeking registration shall, by written notice Share Certificates must be submitted to the CompanyDepositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, elect unless such Series A Shares have been tendered for the account of an Eligible Institution. If Series A Shares have been tendered pursuant to register additional Registrable Securitiesthe procedure for book-entry transfer as set forth in Section 3, when taken together any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections the withdrawn Series A Shares. All questions as to register Registrable Securities the form and validity (including time of receipt) of notices of withdrawal will be determined by each such other Shareholder seeking to register Registrable Securitiesthe Purchasers, to satisfy the Registrable Amount or elect that such registration statement not in their sole discretion, whose determination will be filed or, if theretofore filed, be withdrawnfinal and binding. During such ten day periodNone of Purchasers, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereofgive notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement Series A Shares properly withdrawn or will thereafter be deemed not filed (a) in accordance with an election by to have been validly tendered for purposes of the CompanyOffer. However, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn Series A Shares may be re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 6, tenders of shares of OpticNet common stock in the Company to include any or all Offer are irrevocable. Shares of its Registrable Securities OpticNet common stock that are tendered in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Offer may be withdrawn pursuant to the Company procedures described below at any time prior to the effective Expiration Date of the Offer and shares that are tendered may also be withdrawn at any time after September 15, 2003 unless accepted for payment on or before that date of such registration statementas provided in this Offer to Purchase. In the event that the Purchaser provides for a subsequent offering period following the successful completion of any the Offer, (i) no withdrawal rights will apply to shares tendered during such withdrawal, the Company shall not include such Registrable Securities subsequent offering period and (ii) no withdrawal rights will apply to shares that were previously tendered in the applicable registration Offer and such Registrable Securities shall continue accepted for payment. For a withdrawal of shares of OpticNet common stock previously tendered in the Offer to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase, specifying the obligations name of the Company with respect person having tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such shares have been tendered by an Eligible Institution, any and all signatures on the mailing notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If shares have been tendered pursuant to the Companybook-entry transfer procedures described in Section 5 of this Offer to Purchase, elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn shares and otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Purchaser in its sole discretion, when taken together with elections which determination will be final and binding. None of the Purchaser, BEI, OpticNet, the Depositary, the Information Agent or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of shares of OpticNet common stock may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofrescinded. Any registration statement shares withdrawn or will thereafter be deemed not filed (a) in accordance with an election by have to been validly tendered for purposes of the CompanyOffer. However, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn shares may be re-tendered at any time prior to the effectiveness Expiration Date of the applicable Demand Registration statement because any post-effective amendment or supplement to Offer by following one of the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities5 hereof.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4 or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered in the Offer may be withdrawn according to the procedures set forth below at any time prior to the effective Offer Expiration Time and, unless accepted for payment and paid for by Purchaser in the Offer, may also be withdrawn pursuant to Section 14(d)(5) of the Exchange Act at any time after May 17, 2021, which is the sixtieth (60th) day after the commencement of the Offer, unless prior to that date such Shares have already been accepted for payment by Purchaser pursuant to the Offer. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the physical release of such registration statementShare Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3—“Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser’s rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3—“Procedure for Tendering Shares” at any time prior to the Offer Expiration Time. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole and absolute discretion, whose determination will be final and binding. The method for delivery of any documents related to a withdrawal is at the risk of the withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In the event all cases, sufficient time should be allowed to ensure timely delivery. Table of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.Contents

Withdrawal Rights. Any Shareholder having notified or directed Shares tendered pursuant to the Company Offer may be withdrawn at any time prior to include the Expiration Time. You can also withdraw your Shares at any or all time after November 5, 2019, which is the 60th day after the date of its Registrable Securities in commencement of the Offer, unless such Shares have already been accepted for payment by Purchaser pursuant to the Offer and not properly withdrawn. For a registration statement under the Securities Act shallwithdrawal to be effective, except in connection with a Block Trade Offeringwritten (or, have the right to withdraw any such notice or direction with respect to any or all Eligible Institutions, a facsimile transmission) notice of withdrawal must be timely received by the Depositary at the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the Registrable Securities designated by it for registration by giving written notice person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such effect Shares, if different from that of the person who tendered such Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statementCertificates, the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. In If Shares have been tendered pursuant to the event procedure for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” Table of Contents any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Time. We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any such withdrawalnotice of withdrawal and our determination will be final and binding. None of Purchaser, Parent, the Company shall not include such Registrable Securities Depositary, the Information Agent or any other person will be under any duty to give notice of any defects or irregularities in the applicable registration and such Registrable Securities shall continue any notice of withdrawal or incur any liability for failure to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of any such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after March 18, 2019, the 60th day after commencement of the Offer, until Purchaser accepts your Shares for payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding, subject to register Registrable Securities by each such other Shareholder seeking any judgment of any court of competent jurisdiction. No withdrawal of Shares shall be deemed to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Lilly or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, if not theretofore accepted for payment, at any time after 60 days from the date of this Offer to Purchase. For a withdrawal to be effective, a written or directed facsimile transmission notice of withdrawal must be received by the Company to include any or all Depositary at one of its Registrable Securities addresses set forth on the back cover page of this Offer to Purchase prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Purchaser extends the Offer, is delayed in a registration statement its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason then, without prejudice to Purchaser's rights under the Securities Act shallOffer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein. Withdrawals of Shares may not be rescinded. Any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered at any time prior to the Expiration Date or during a Subsequent Offering Period (if any) by following one of the procedures described in connection with Section 3—"Procedures for Accepting the Offer and Tendering Shares." No withdrawal rights will apply to Shares tendered during a Block Trade OfferingSubsequent Offering Period, have the right to withdraw any such notice or direction if it is provided, and no withdrawal rights apply during a Subsequent Offering Period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1—"Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer." All questions as to the Company prior to the effective date form and validity (including, without limitation, time of such registration statement. In the event receipt) of any such withdrawalnotice of withdrawal will be determined by Purchaser, in its reasonable discretion, whose determination will be final and binding. None of Purchaser, the Company shall not include Depositary, or any other person will be under duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of BACs made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except that BACs tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in connection with this Offer to Purchase, may also be withdrawn at any time after January 9, 1998. For a Block Trade Offeringwithdrawal to be effective, have a written or facsimile transmission notice of withdrawal must be timely received by the Information Agent/Depositary at the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name(s) of the person(s) who tendered the BACs to be withdrawn, the number of BACs to be withdrawn and the name(s) of the registered holder(s) of the BACs, if different from that of the person(s) who tendered such BACs. Such notice of withdrawal must also be signed by the same person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed (including, if applicable, medallion signature guarantees). If the BACs are held in the name of two or more persons, all such persons must sign the notice of withdrawal. Any BACs properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be re-tendered at any subsequent time prior to the Expiration Date by following the procedures described in Section 3 ("Procedures for Tendering BACs"). If, for any reason whatsoever, acceptance for payment of any BACs tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for BACs tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Information Agent/Depositary may, nevertheless, on behalf of the Purchaser, retain tendered BACs and such BACs may not be withdrawn except to the extent that the tendering BACs holder is entitled to and duly exercises withdrawal rights as described herein. The reservation by the Purchaser of the right to withdraw delay the acceptance or purchase of or payment for BACs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or return BACs tendered by or on behalf of BACs holders promptly after the termination or withdrawal of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. None of the Purchaser, any of its affiliates or assigns, if any, the Information Agent/Depositary or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after August 14, 2000, or at such later time as may apply if the Offer is extended. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such registration statementShares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described below. In Any such delay will be an extension of the event Offer to the extent required by law. Under no circumstances will interest on the Offer Price be paid by the Purchaser, regardless of any such withdrawal, extension of the Company shall not include such Registrable Securities Offer or any delay in the applicable registration and such Registrable Securities shall continue making payment. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn, and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shall, by written notice Shares. If Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the CompanyDepositary, elect then, prior to register additional Registrable Securitiesthe physical release of such Certificates, when taken together the serial numbers shown on such Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. Shares tendered pursuant to the procedure for book-entry transfer as set forth in "--Procedures for Tendering Shares" may be withdrawn only by means of the withdrawal procedures made available by the Book-Entry Transfer Facility, must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement withdrawn Shares and must otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be filed orrescinded without Purchaser's consent and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser in its sole discretion, if theretofore filed, which determination will be withdrawnfinal and binding. During such ten day periodNone of Purchaser or any of its affiliates, the Company shall not file Depositary, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofnotification. Any registration statement Shares properly withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent may be re-tendered at any time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company "--Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesTendering Shares."

Withdrawal Rights. You may withdraw Shares that you have previously tendered in the Offer at any time on or before the Expiration Date (including any extension of such date), and, unless theretofore accepted for payment as provided in this Offer to Purchase, you may also withdraw such Shares at any time after September 12, 2008. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to Purchaser’s rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on Purchaser’s behalf, retain Shares that you have tendered, and you may not withdraw your Shares, except to the extent that you are entitled to and duly exercise withdrawal rights as described in this Section 4 — “Withdrawal Rights.” Any Shareholder having notified such delay will be by an extension of the Offer to the extent required by applicable law and the regulations of the SEC. In order for your withdrawal to be effective, you must deliver a written or directed facsimile transmission notice of withdrawal to the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses or fax numbers set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover of this Offer to withdraw any Purchase. Any such notice or direction with respect of withdrawal must specify your name, the number of Shares that you wish to any or all withdraw, and (if Share Certificates have been tendered) the name of the Registrable Securities designated by it for registration by giving written notice to such effect registered holder of Shares as shown on the Share Certificate, if different from your name. If Share Certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statement. In Share Certificates, you must submit the event serial numbers shown on the particular Share Certificates evidencing Shares to be withdrawn and an Eligible Institution must Medallion guarantee the signature on the notice of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of a Demand Registration, if such Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Shares, in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities which case a notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice withdrawal will be effective if delivered to the CompanyDepositary by any method of delivery described in the first sentence of this paragraph. You may not rescind a withdrawal of Shares. Any Shares that you withdraw will be considered not validly tendered for purposes of the Offer, elect but you may tender your Shares again at any time before the Expiration Date by following any of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.” All questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesin its sole discretion, to satisfy the Registrable Amount which determination will be final and binding. None of Parent, Purchaser or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person or entity will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give any notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Tenders of Shares made pursuant to the Offer may be withdrawn at any time on or before the Expiration Date. Thereafter, tenders are irrevocable, except that they may be withdrawn after the Expiration Date unless accepted for payment before that date as provided in this Offer to Purchase. If Purchaser extends the Offer, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, on behalf of Purchaser, retain all Shares tendered, and those Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as set forth in this Section 4. Any Shareholder having notified such delay in acceptance for payment will be accomplished by an extension of the Offer to the extent required by law. For a withdrawal to be effective, a written, telegraphic, telex or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have back cover of this Offer to Purchase. Any notice of withdrawal must specify the right to withdraw any such notice or direction with respect to any or all name of the Registrable Securities designated by it for registration by giving written notice person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such effect Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Company Depositary, then prior to the effective date physical release of such registration statementcertificates, the serial numbers shown on such certificates must be submitted to the Depositary, and the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Shares have been tendered for the account of an Eligible Institution. In If Shares have been tendered pursuant to the event procedure for book-entry transfer set forth in Section 3, the notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn shall thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered at any time before the Expiration Date by again following one of the procedures described in Section 3. All questions as to the form and validity (including time of receipt) of any such withdrawalnotice of withdrawal shall be determined by Purchaser in its sole discretion, which determination shall be final and binding. None of the Purchaser Group, any of their affiliates or assigns, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn Information Agent or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder other person shall be required under any duty to promptly reimburse the Company give notification of any defects or irregularities in any notice of withdrawal or incur any liability for all expenses incurred by the Company in connection with preparing for the registration of failure to give any such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after July 10, 2016 if Purchaser has not accepted them for payment by the end of July 10, 2016. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the Table of Contents number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding. No withdrawal of Shares shall be deemed to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Parent, Oracle or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of BACs made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except that BACs tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in connection with this Offer to Purchase, may also be withdrawn at any time after December 9, 1998. For a Block Trade Offeringwithdrawal to be effective, have a written or facsimile transmission notice of withdrawal must be timely received by the Purchaser at the address set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name(s) of the person(s) who tendered the BACs to be withdrawn, the number of BACs to be withdrawn and the name(s) of the registered holder(s) of the BACs, if different from that of the person(s) who tendered such BACs. Such notice of withdrawal must also be signed by the same person(s) who signed the Letter of Transmittal in the same manner as the Letter of Transmittal was signed (including, if applicable, medallion signature guarantees). If the BACs are held in the name of two or more persons, all such persons must sign the notice of withdrawal. Any BACs properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be re-tendered at any subsequent time prior to the Expiration Date by following the procedures described in Section 3 ("Procedures for Tendering BACs"). If, for any reason whatsoever, acceptance for payment of any BACs tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for BACs tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Purchaser may retain tendered BACs and such BACs may not be withdrawn except to the extent that the tendering BACs holder is entitled to and duly exercises withdrawal rights as described herein. The reservation by the Purchaser of the right to withdraw delay the acceptance or purchase of or payment for BACs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires the Purchaser to pay the consideration offered or return BACs tendered by or on behalf of BACs holders promptly after the termination or withdrawal of the Offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. None of the Purchaser, any of its affiliates or assigns, if any, or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders of Shares are irrevocable, except that they may also be withdrawn after February 1, 2014, which is the 60th day from the commencement of the Offer, unless such Shares have already been accepted for payment by us pursuant to the Offer. For a withdrawal to be proper and effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by Table of Contents an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares—Book-Entry Transfer,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statementShare Certificates, the name of the registered owner and the serial numbers shown on such Share Certificates must also be submitted to the Depositary. In If you wish to withdraw Shares that were tendered by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such person to arrange to withdraw the event Shares. If we extend the Offer, are delayed in our acceptance for payment of Shares, are delayed in payment after the Acceptance Time or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares, on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4 and as otherwise required by Rule 14e-1(c) under the Exchange Act. Withdrawals of tendered Shares may not be rescinded, and any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. Withdrawn Shares may, however, be re-tendered by following one of the procedures for tendering Shares described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. We will determine, in our sole discretion, all questions as to the form and validity (including time of receipt) of any such notice of withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to determination will be Registrable Securities for all purposes of this Agreementfinal and binding. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWe note, however, that stockholders may challenge our determinations in a court of competent jurisdiction. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any stockholder, regardless of whether or not similar defects or irregularities are waived in the case of a Demand Registrationother stockholders. No withdrawal of Shares shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of us, if such withdrawal shall reduce the number Salix or any of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount our respective affiliates or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodassigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after October 21, 2016. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Assignment Form. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Assignment Form in the same manner as the Assignment Form was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers' rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that in they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 4,000,000 Shares have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Shares to be included in purchased, the Purchaser will deem all Shares from Shareholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Shareholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Assignment Form with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.

Withdrawal Rights. Any Shareholder having notified Other than during a subsequent offering period, a tendering stockholder may withdraw Shares that he or directed she has previously tendered in the Company Offer at any time on or before the Expiration Date (including any extension of such date), and, unless previously accepted for payment as provided in this Offer to include Purchase, a tendering stockholder may also withdraw such Shares at any or all of its Registrable Securities time after November 29, 2008. No withdrawal rights apply to Shares tendered in a registration statement under subsequent offering period and no withdrawal rights apply during the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction subsequent offering period with respect to Shares tendered and accepted for payment. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or all Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to Purchaser’s rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on Purchaser’s behalf, retain Shares that tendering stockholders’ have tendered, and they may not withdraw their Shares, except to the extent that they duly exercise withdrawal rights as described in this Section 4 — “Withdrawal Rights.” Any such delay will be by an extension of the Registrable Securities designated by it for registration by giving written notice to such effect Offer to the Company prior extent required by applicable law and the regulations of the SEC. In order for a tendering stockholder’s withdrawal to be effective, he or she must deliver a written, telegraphic or facsimile transmission notice of withdrawal to the effective date Depositary at one of its addresses or fax number set forth on the back cover of this Offer to Purchase. Any such registration statementnotice of withdrawal must specify the stockholder’s name, the number of Shares that he or she wants to withdraw, and, if Share Certificates have been tendered, the name of the registered holder of Shares as shown on the Share Certificate, if different from the tendering stockholder’s name, and the serial numbers shown on the particular Share Certificates evidencing Shares to be withdrawn. In An Eligible Institution must guarantee the event signature on the notice of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of a Demand Registration, if such Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Shares. A tendering stockholder may not rescind a withdrawal of Shares. Any Shares that a tendering stockholder withdraws will be considered not validly tendered for purposes of the Offer, but such stockholder may tender his or her Shares again at any time on or before the Expiration Date by following any of the procedures described in such registration below Section 3 — “Procedures for Accepting the Registrable Amount, then the Company shall Offer and Tendering Shares.” All questions as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Companyform and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, elect to register additional Registrable Securitiesin its sole discretion, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieswhich determination will be final and binding. None of Getinge, to satisfy the Registrable Amount Purchaser or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any 8 Table of Contents other person or entity will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give any notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder Member having notified or directed the Company Offeror to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration thereby by giving written notice to such effect to the Company Offeror at least five (5) Business Days prior to the effective date of such registration statement. In the event of any such withdrawal, the Company Offeror shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementhereunder. No such withdrawal shall affect the obligations of the Company Offeror with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a an underwritten Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below Twenty Million Dollars ($20,000,000) of aggregate market value as of such date or, in the case of a non-underwritten Demand Registration, such withdrawal shall reduce the number of Registrable AmountSecurities to be included in such registration below Ten Million Dollars ($10,000,000) of aggregate market value as of such date, then the Company Offeror shall as promptly as practicable give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect andeffect, referring to this Agreement and summarizing this Section 9.3, and within ten days five (5) Business Days following the mailing effectiveness of such notice, such Shareholders still seeking registration shalleither the Company Offeror or the holders of a majority of the Registrable Securities sought to be registered may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register each holder of Registrable Securities by each such other Shareholder seeking sought to register Registrable Securitiesbe registered and the Company Offeror, to satisfy the Registrable Amount or respectively, elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day five (5) Business Day period, the Company Offeror shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company Offeror shall not seek, and shall use commercially reasonable its best efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (ci) in accordance with an election by the Company Offeror, (ii) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders pursuant to Section 9.1(e) hereof, (iii) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders prior to the effectiveness of the applicable registration statement or (iv) in accordance with an election by the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration statement because registration statement, if any post-effective amendment or supplement to the applicable Demand Registration registration statement contains adverse information regarding the Company which the Company deems adverse to the Company, Offeror shall not be counted as a Demand. If a Shareholder withdraws its notification or direction Except as set forth in clause (iv) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable registration statement shall be counted as a Demand unless the Members reimburse the Company Offeror for its reasonable out-of-pocket expenses (but not including any Internal Expenses, as defined below) related to include Registrable Securities the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority of the Members, the Company Offeror shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such holders with a determination in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnext preceding sentence.

Withdrawal Rights. Any Shareholder having notified Other than during a Subsequent Offering Period, you may withdraw Shares that you have previously tendered in the Offer at any time on or directed before the Company Expiration Date (including any extension of such date), and, unless theretofore accepted for payment as provided in this Offer to include Purchase, you may also withdraw such Shares at any or all of its Registrable Securities time after April 26, 2010. No withdrawal rights apply to Shares tendered in a registration statement under Subsequent Offering Period and no withdrawal rights apply during the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction Subsequent Offering Period with respect to Shares tendered in the Offer and accepted for payment. If, for any reason, acceptance for payment of any Shares tendered in the Offer is delayed, or all Purchaser is unable to accept for payment or pay for Shares tendered in the Offer, then, without prejudice to Purchaser’s rights set forth in this Offer to Purchase, the Depositary may, nevertheless, on Purchaser’s behalf, retain Shares that you have tendered, and you may not withdraw your Shares, except to the extent that you are entitled to and duly exercise withdrawal rights as described in this Section 4 — “Withdrawal Rights.” Any such delay will be by an extension of the Registrable Securities designated by it for registration by giving written notice to such effect Offer to the Company extent required by applicable law and the regulations of the Commission. In order for your withdrawal to be effective, you must deliver a written or facsimile transmission notice of withdrawal to the Depositary at one of its addresses or fax numbers set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify your name, the number of Shares that you want to withdraw, and (if Share Certificates have been tendered) the name of the registered holder of Shares as shown on the Share Certificate, if different from your name. If Share Certificates have been delivered or otherwise identified to the Depositary, then, prior to the effective date physical release of such registration statement. In Share Certificates, you must submit the event serial numbers shown on the particular Share Certificates evidencing Shares to be withdrawn and an Eligible Institution must Medallion guarantee the signature on the notice of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that except in the case of a Demand Registration, if such Shares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Shares, in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities which case a notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice withdrawal will be effective if delivered to the CompanyDepositary by any method of delivery described in the first sentence of this paragraph. You may not rescind a withdrawal of Shares. Any Shares that you withdraw will be considered not validly tendered for purposes of the Offer, elect but you may tender your Shares again at any time before the Expiration Date (or during any Subsequent Offering Period) by following any of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.” All questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesin its sole discretion, to satisfy the Registrable Amount which determination will be final and binding. None of X.X. Xxxxxx, Purchaser or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. No withdrawal rights will apply to Shares tendered during a Subsequent Offering Period and shall use commercially reasonable efforts to prevent, no withdrawal rights apply during the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders Subsequent Offering Period with respect to a Shelf Registration Statement or (c) Shares tendered in accordance with an election by the Company subsequent to the effectiveness Offer and accepted for payment. See Section 1 — “Terms of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesOffer.”

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after Saturday, October 14, 1995. If purchase of such registration statementor payment for Shares is delayed for any reason or if the Offeror is unable to purchase or pay for Shares for any reason, then, without prejudice to the Offeror's rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Offeror and may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name in which the certificates representing such registration below Shares are registered, if different from that of the Registrable Amountperson who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking physical release of such certificates, the serial numbers shown on such certificates must be submitted to register Registrable Securities notice to such effect the Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been tendered pursuant to the Companyprocedure for book-entry transfer set forth in Section 3, elect any notice of withdrawal must also specify the name and number of the account at the applicable Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Offeror, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesin its sole discretion, to satisfy and its determination will be final and binding on all parties. None of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodOfferor, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedParent, the Company shall not seek, and shall use commercially reasonable efforts to preventDealer Manager, the effectiveness thereofDepositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement Shares properly withdrawn or will be deemed not filed (a) in accordance with an election by validly tendered for purposes of the CompanyOffer, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company but may be retendered at any subsequent time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that if we have not accepted your Shares for payment within 60 days of commencement of the Offer, you may withdraw them at any time after February 14, 2020, the 60th day after commencement of the Offer, until Purchaser accepts your Shares for payment. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding, subject to register Registrable Securities by each such other Shareholder seeking any judgment of any court of competent jurisdiction. No withdrawal of Shares will be deemed to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Astellas or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after November 27, 2009. For a withdrawal to be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share certificates evidencing Shares to be withdrawn have been delivered or direction otherwise identified to the Depositary, then, prior to the physical release of such Share certificates, the serial numbers shown on such Share certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. No withdrawal rights will apply to Shares tendered during a subsequent offering period and no withdrawal rights apply during the subsequent offering period with respect to any or all Shares tendered in the Offer and accepted for payment. See Section 1 — “Terms of the Registrable Securities designated by it for registration by giving written notice to such effect Offer.” We will determine, in our sole discretion, all questions as to the Company prior to the effective date form and validity (including time of such registration statement. In the event receipt) of any such withdrawalnotice of withdrawal and our determination will be final and binding. None of the Purchaser, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodDepositary, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDealer Manager, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except as otherwise provided in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect this Section 4. Shares tendered pursuant to the Company Offer may be withdrawn at any time prior to the effective Expiration Date and, unless theretofore accepted for payment by Purchaser as provided in this Offer to Purchase, may also be withdrawn at any time after October 31, 2000 (or such later date as may be applicable if the Offer is extended). If Purchaser extends the Offer, is delayed in its purchase of such registration statement. In or payment for Shares (whether before or after its acceptance for payment of Shares), or is unable to purchase or pay for Shares for any reason, then, without prejudice to the event rights of any such withdrawalPurchaser under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may retain tendered Shares on behalf of Purchaser and such Registrable Securities shall continue Shares may not be withdrawn, except to the extent that tendering stockholders are entitled to withdrawal rights as set forth in this Section 4. The ability of Purchaser to delay the payment for Shares that Purchaser has accepted for payment is subject to the terms of the Merger Agreement and provisions of Rule 14e-1(c) promulgated under the Exchange Act, which requires that Purchaser pay the consideration offered or return the Shares deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer, unless Purchaser elects to offer a Subsequent Offering Period under Rule 14d-11 promulgated under the Exchange Act and pays for Shares tendered in accordance with that rule. See Section 1. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect persons who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered stockholder, if different from that of the person who tendered the Shares. If certificates evidencing Shares (the "Certificates") have been delivered or otherwise identified to the Registrable Securities not so Depositary then, prior to the release of the Certificates, the tendering stockholder must also submit the serial numbers shown on the particular Certificates to be withdrawn; provided, however, that and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered for the account of an Eligible Institution). If Shares have been tendered pursuant to the procedure for book- entry transfer set forth in Section 3, the notice of withdrawal must specify the name and number of the account at the applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding on all parties. No withdrawal of Shares will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of Xxxxxx'x, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failing to give such notification. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the Expiration Date (or in a Demand RegistrationSubsequent Offering Period, if such one is included) by following any of the procedures described in Section 3 above. No withdrawal shall reduce rights will apply to Shares tendered during a Subsequent Offering Period and no withdrawal rights apply during the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders Subsequent Offering Period with respect to a Shelf Registration Statement or (c) Shares tendered in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a DemandOffer and accepted for payment. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this See Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities1.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date of such registration statementExpiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after April 28, 2000. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been delivered pursuant to the Companyprocedures for book-entry transfer as set forth in Section 3, elect any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn Shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be filed orrescinded, if theretofore filedand any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by again following one of the procedures described in Section 3 any time prior to the Expiration Date. During such ten day periodAll questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seekInformation Agent, and shall use commercially reasonable efforts or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Units made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Units tendered pursuant to the Company Offer may be withdrawn at any time on or prior to the effective date of such registration statementExpiration Date and, unless already accepted for payment by the Purchaser pursuant to the Offer, may also be withdrawn at any time after February 20, 1997. In If purchase of, or payment for, Units is delayed for any reason, including extension by the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations Purchaser of the Company with respect Expiration Date, or if the Purchaser is unable to purchase or pay for Units for any reason then, without prejudice to the Registrable Securities Purchaser's rights under the Offer, tendered Units may be retained by the Depositary and may not so be withdrawn, except to the extent that tendering Unitholders are entitled to withdrawal rights as set forth in this Section 5; providedsubject, however, that to the Purchaser's obligation, pursuant to Rule 14e-1(c) under the Exchange Act, to pay Unitholders the Purchase Price in respect of Units tendered or return the certificates representing such Units, if any, promptly after termination or withdrawal of the Offer. For withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses listed on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person(s) who tendered the Units to be withdrawn and must be signed by the person(s) who signed the Letter of Transmittal in the case same manner as the Letter of a Demand RegistrationTransmittal was signed. Any Units properly withdrawn will be deemed not validly tendered for purposes of the Offer. Withdrawn Units may be re-tendered, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amounthowever, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing procedures described in Section 3 at any time prior to the Expiration Date. All questions about the validity and form (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination shall be final and binding. Neither the Purchaser, ARV, the Financial Advisor, the Information Agent, the Depositary nor any other person will be under any duty to give notice of any defects in any notice of withdrawal or incur any liability for failure to give any such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities6.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the effective date Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after Monday, October 12, 1998. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering shareholder is entitled to and duly exercises withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. In order for a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn, and (if Share Certificates have been tendered) the name of the registered holder of the Shares as set forth in the Share Certificates, if different from that of the person who tendered such Shares. If Share Certificates have been delivered or otherwise identified to the Depositary, then prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall not include such Registrable Securities in tendering shareholder must submit the applicable registration and such Registrable Securities shall continue serial numbers shown on the particular Share Certificates evidencing the Shares to be Registrable Securities for all purposes withdrawn and the signature on the notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedmust be guaranteed by an Eligible Institution, however, that except in the case of a Demand RegistrationShares tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer set forth in Section 3, if such the notice of withdrawal shall reduce must specify the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Shares, in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities which case a notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice withdrawal will be effective if delivered to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities Depositary by each such other Shareholder seeking to register Registrable Securities, to satisfy any method of delivery described in the Registrable Amount or elect that such registration statement first sentence of this paragraph. Withdrawals of Shares may not be filed orrescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, if theretofore filedbut may be tendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be withdrawnfinal and binding. During such ten day periodNone of Crane, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedPurchaser or any of their respective affiliates or assigns, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereof. Any registration statement withdrawn Information Agent or not filed (a) any other person or entity will be under any duty to give any notification of any defects or irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Affiliated Shareholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Requisite Amount, then the Company shall shall, as promptly as practicable practicable, give each Shareholder seeking to register holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) business days following the mailing of such notice, such Shareholders still seeking registration shalleither the Company or the holders of thirty percent (30%), in number of shares, of the Registrable Securities sought to be registered may, by written notice notices made to the Company, elect to register additional Registrable Securities, when taken together with elections to register Company and each holder of Registrable Securities by each such other Shareholder seeking sought to register Registrable Securitiesbe registered, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially its reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders holders of thirty percent (30%), in number of shares, of the case of a Registrable Securities sought to be registered pursuant to such Demand Registration or by the requesting Demand Shareholders with respect pursuant to a Shelf Registration Statement Section 2.1(f) hereof, or (c) in accordance with an election by the Company holders of thirty percent (30%) of the Registrable Securities sought to be registered pursuant to such Demand Registration subsequent to the effectiveness of the applicable Demand Registration statement Statement because any post-effective amendment or supplement to the applicable Demand Registration statement Statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to Except as set forth in clause (c) of the Company to include Registrable Securities in a registration statement previous sentence, any Demand withdrawn in accordance with this Section 3.4, such Shareholder an election by the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be required to promptly counted as a Demand unless the Demanding Holders reimburse the Company for all its reasonable out-of-pocket expenses incurred (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as defined in Section 2.6 hereof) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of thirty percent (30%), by number of shares, of such Demanding Holders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with preparing for such registration statement in order to assist such Demanding Holders with a determination in accordance with the registration of such Registrable Securitiespreceding sentence.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after November 22, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Assignment Form. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Assignment Form in the same manner as the Assignment Form was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date. Automatic Withdrawal Option. Shareholders may indicate, by checking a box on the Assignment Form (the 'All or None Box'), that in they only wish to sell their Shares if they will be able to sell all of their Shares, without any proration. If at any time during the case day of a Demand Registrationthe Expiration Date more than 1,000,000 Shares have been properly tendered, if such withdrawal shall reduce unless the Purchaser amends the Offer to increase the number of Registrable Securities sought Shares to be included in purchased, the Purchaser will deem all Shares from Shareholders that checked the All or None Box to be withdrawn and not validly tendered for purposes of the Offer. Neither the Purchaser nor any other person will be under any duty to give any notice that such registration below automatic withdrawal will occur. Shareholders may change their election whether or not to check the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice All or None Box at any time on or prior to the CompanyExpiration Date by submitting a new Assignment Form with their preferred election, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) manner described in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 herein.

Withdrawal Rights. At any time prior to 5:00 P.M. Eastern Time on February 4, 2002 (or if the offer is extended, at any time prior to 5:00 P.M. Eastern Time on the new Expiration Date), and, if the Shares have not by then been accepted for payment by the Fund, at any time after March 5, 2002, any shareholder may withdraw all, but not less than all, of the Shares that the shareholder has tendered. To be effective, a written notice of withdrawal of Shares tendered must be timely received by the Depositary at the appropriate address set forth on the inside front cover of this Offer to Purchase. Shareholders may also send a facsimile transmission notice of withdrawal, which must be timely received by the Depositary at (781) 575-4826 (the receipt of xxxxx xxx xx xonfirmed by calling (781) 575-4816), and the originxx xxxxxx xx xithdrawal must be delivered to the Depositary by overnight courier or by hand the next day. Any Shareholder notice of withdrawal must specify the name(s) of the person having notified or directed tendered the Company Shares to include any or all be withdrawn, the number of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right Shares to withdraw any such notice or direction with respect to any or be withdrawn (which may not be less than all of the Registrable Securities designated Shares tendered by it for registration by giving written notice to the shareholder) and, if one or more certificates representing such effect Shares have been delivered or otherwise identified to the Company Depositary, the name(s) of the registered owner(s) of such Shares as set forth in such certificate(s) if different from the name(s) of the person tendering the Shares. If one or more certificates have been delivered to the Depositary, then, prior to the effective date release of such registration statement. In the event of any such withdrawalcertificate(s), the Company certificate number(s) shown on the particular certificate(s) evidencing such Shares must also be submitted and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by the Fund in its sole discretion, which determination shall be final and binding. Shares properly withdrawn will not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue thereafter be deemed to be Registrable Securities tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to may be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days re-tendered by following the mailing procedures described in Section 5 prior to 5:00 P.M. Eastern Time on the Expiration Date. Except as otherwise provided in this Section 6, tenders of such notice, such Shareholders still seeking registration shall, by written notice Shares made pursuant to the CompanyOffer will be irrevocable. NEITHER THE FUND, elect to register additional Registrable SecuritiesITS BOARD OF DIRECTORS, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable SecuritiesCSAM, to satisfy the Registrable Amount or elect that such registration statement not be filed orTHE DEPOSITARY NOR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY IN ANY NOTICE OF WITHDRAWAL, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesNOR SHALL ANY OF THEM INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after March 30, 2014. For withdrawal to be effective date a written or facsimile transmission notice of such registration statement. In withdrawal must be timely received by the event of any such withdrawal, Depositary at the Company shall not include such Registrable Securities address or the facsimile number set forth in the applicable registration attached Agreement of Assignment and Transfer. Any such Registrable Securities shall continue notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. If purchase of, or payment for, Shares is delayed for all purposes any reason or if the Purchasers are unable to purchase or pay for Shares for any reason outside of this Agreement. No their control, (such withdrawal shall affect as obtaining the obligations execution of the Company with respect to the Registrable Securities not so withdrawn; providedselling shareholder’s custodian, however, that in the case of a Demand Registrationshares held in an IRA account, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register or obtaining additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect documents from tendering shareholders that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall may be required to promptly reimburse process the Company for all expenses incurred transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Company Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in connection with preparing this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Shares properly withdrawn will be deemed not to be validly tendered for purposes of the registration of such Registrable SecuritiesOffer. Withdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior the Expiration Date. In addition, if we have not made payment for your Shares by October 20, 2013, you may withdraw them at any time until payment is made. For a withdrawal to be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities in a registration statement under addresses set forth on the Securities Act shall, except in connection with a Block Trade Offering, have the right back cover page of this Offer to withdraw any Purchase. Any such notice or direction with respect to any or all of withdrawal must specify the name of the Registrable Securities designated by it for registration by giving written notice person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such effect Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statementShare Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. In If Shares have been tendered pursuant to the event Table of Contents procedure for book-entry transfer as set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by again following one of the procedures described in Section 3—“Procedures for Accepting the Offer and Tendering Shares” at any time prior to the Expiration Date. Purchaser will determine, in its sole discretion, all questions as to the form and validity (including time of receipt) of any such notice of withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to determination will be Registrable Securities for all purposes of this Agreementfinal and binding. No such withdrawal of Shares shall affect the obligations be deemed to have been properly made until all defects and irregularities have been cured or waived. None of the Company with respect to the Registrable Securities not so withdrawn; providedPurchaser, however, that in the case Parent or any of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount their respective affiliates or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodassigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable. However, a stockholder may withdraw Shares tendered pursuant to the Offer at any time prior to the effective date expiration time of such registration statementthe Offer as explained below. In the event Further, if Purchaser has not accepted Shares for payment by March 3, 2018, they may be withdrawn at any time prior to our acceptance for payment after that date. For a withdrawal of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue Shares to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of any Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If certificates representing the Shares have been delivered or otherwise identified to the Depositary, the name of the registered owner and the serial numbers shown on such registration below certificates must also be furnished to the Registrable Amount, then Depositary prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such notice, such Shareholders still seeking registration shall, by written notice certificates. All questions as to the Companyform and validity (including time of receipt) of any notice of withdrawal will be determined by us, elect in our sole discretion, which determination will be final and binding. No withdrawal of Shares Table of Contents will be deemed to register additional Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, when taken together with elections Parent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to register Registrable Securities by each give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement notification. Withdrawals of tenders of Shares may not be filed orrescinded, if theretofore filedand any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by following one of the procedures for tendering Shares described in Section 3 — “Procedures for Tendering Shares” at any time prior to the expiration time of the Offer. During such ten day periodIf we extend the Offer, delay our acceptance for payment of Shares, or we are unable to accept for payment Shares pursuant to the Offer, for any reason, then, without prejudice to our rights under the Offer, the Company shall not file such registration statement if not theretofore filed orDepositary may nevertheless, if such registration statement has been theretofore filedon our behalf, the Company shall not seekretain tendered Shares, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement such Shares may not be withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent except to the effectiveness extent that tendering stockholders exercise withdrawal rights as described in this Section 4 prior to the expiration time of the applicable Demand Registration statement because any post-effective amendment Offer or supplement to as otherwise required by Rule 14e-1(c) under the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExchange Act.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 4, tenders of Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to include the procedures set forth below at any or all of its Registrable Securities in a registration statement under time prior to the Securities Act shallExpiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after March 13, 2000, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction as provided above with respect to any a Subsequent Offering Period. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the Registrable Securities designated by it person having tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for registration by giving written notice to such effect Shares have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date physical release of such registration statementcertificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in Section 3 any time prior to the Expiration Date. In the event the Purchaser includes a Subsequent Offering Period following the Offer, no withdrawal rights will apply to Shares tendered in such Subsequent Offering Period or to Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. None of the Purchaser, Parent, the Depositary, the Information Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreementnotification. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.12 15

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless accepted for payment by Telesoft as provided in this Offer to Purchase, may also be withdrawn after 12:00 Midnight, New York City time, on Monday, April 3, 2000. For a withdrawal to be effective, the Depositary must receive (at its address set forth on the back cover of this Offer to Purchase) a notice of withdrawal in written or directed facsimile transmission form on a timely basis. Such notice of withdrawal must specify the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all name of the Registrable Securities designated by it for registration by giving written notice person who tendered the shares to be withdrawn, the number of shares tendered, the number of shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such effect shares. If the certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering stockholder must also submit the applicable registration serial numbers shown on the particular certificates evidencing the shares and such Registrable Securities shall continue to the signature on the notice of withdrawal must be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that guaranteed by an Eligible Institution (except in the case of a Demand Registrationshares tendered by an Eligible Institution). If shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, if such the notice of withdrawal shall reduce must specify the name and the number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then withdrawn shares and otherwise comply with the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing procedures of such noticefacility. If Telesoft extends the offer, such Shareholders still seeking registration shall, by written notice is delayed in its purchase of shares or is unable to purchase shares pursuant to the Companyoffer for any reason, elect then, without prejudice to register additional Registrable SecuritiesTelesoft's rights under the offer, when taken together with elections the Depositary may, subject to register Registrable Securities by each applicable law, retain on behalf of Telesoft all tendered shares, and such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement shares may not be filed orwithdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4, if theretofore filedsubject to Rule 13e-4(f)(5) under the Securities Exchange Act, be withdrawnwhich provides that the issuer making the tender offer shall either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders Participants in the case of a Demand Registration or by Telesoft Corp. Profit Sharing Plan are not subject to the requesting Demand Shareholders foregoing procedures with respect to a Shelf Registration Statement or (c) shares attributable to their individual accounts under the Telesoft Corp. Profit Sharing Plan and instead should follow the procedures for withdrawal included in accordance with an election by the Company subsequent applicable letter furnished to such participants. All questions as to the effectiveness form and validity, including time of receipt, of notices of withdrawal will be determined by Telesoft, in its sole discretion, which determination shall be final and binding on all parties. None of Telesoft, the Depositary or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. Withdrawals may not be rescinded, and any shares properly withdrawn will thereafter be deemed not tendered for purposes of the applicable Demand Registration statement because offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following any post-effective amendment or supplement to of the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment pursuant to the Offer, may also be withdrawn at any time after April 25, 1996. If the purchase of such registration statementor payment for Shares is delayed for any reason or if the Offeror is unable to purchase or pay for Shares for any reason, then, without prejudice to the Offeror's rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Offeror and may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the Offer. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this AgreementOffer to Purchase. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name in which the certificates representing such registration below Shares are registered, if different from that of the Registrable Amountperson who tendered the Shares. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking physical release of such certificates, the serial numbers shown on such certificates must be submitted to register Registrable Securities notice to such effect the Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been tendered pursuant to the Companyprocedure for book-entry transfer set forth in Section 3, elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securitiesbe credited with the withdrawn Shares. All questions as to the form and validity (including timeliness and receipt) of notices of withdrawal will be determined by the Offeror, when taken together with elections to register Registrable Securities by each such in its sole discretion, and its determination will be final and binding on all parties. The Offeror, BUSA, the Parent, the Dealer Manager, the Depositary, the Information Agent or any other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement person will not be filed or, if theretofore filed, be withdrawn. During under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofnotification. Any registration statement Shares properly withdrawn or will be deemed not filed (a) in accordance with an election by validly tendered for purposes of the CompanyOffer, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company but may be retendered at any subsequent time prior to the effectiveness Expiration Date by following any of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demandprocedures described in Section 3 herein. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities5.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 3, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date of such registration statementExpiration Date and, unless theretofore accepted for payment and paid for by the Purchaser pursuant to the Offer, may also be withdrawn at any time after Monday, March 31, 1997. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Agreement. No such withdrawal shall affect Offer to Purchase and must specify the obligations name of the Company with respect person having tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been delivered pursuant to the Companyprocedures for book-entry transfer as set forth in Section 2, elect any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn Shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Book-Entry Transfer Facility's procedures. Withdrawals of tenders of Shares may not be filed orrescinded, if theretofore filedand any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by again following one of the procedures described in Section 2 any time on or prior to the Expiration Date. During such ten day period6 9 All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its sole discretion, which determination will be final and binding. None of the Purchaser, Honeywell, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts to preventInformation Agent, the effectiveness thereofDealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities4.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of CCPRs made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except as otherwise provided in connection with a Block Trade Offeringthis Section 4. CCPRs tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, have unless theretofore accepted for payment by Purchaser as provided in this Offer to Purchase, may also be withdrawn at any time after October 20, 1997. If Purchaser extends the Offer, is delayed in its purchase of or payment for CCPRs, or is unable to purchase or pay for CCPRs for any reason, then, without prejudice to the rights of Purchaser, tendered CCPRs may be retained by the Depositary on behalf of Purchaser and may not be withdrawn, except to the extent that tendering Holders are entitled to withdrawal rights as set forth in this Section 4. The reservation by Purchaser of the right to withdraw any delay the acceptance or purchase of or payment for CCPRs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires Purchaser to pay the consideration offered or to return CCPRs deposited by or on behalf of Holders promptly after the termination or withdrawal of the Offer. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at it address set forth on the back cover of this Offer to Purchase. Any such notice or direction with respect to any or all of withdrawal must specify the name of the Registrable Securities designated by it for registration by giving written notice persons who tendered the CCPRs to such effect be withdrawn, the number of CCPRs to be withdrawn and the name of the registered Holder, if different from that of the person who tendered the CCPRs. All questions as to the Company form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. No withdrawal of CCPRs will be deemed to have been made properly until all defects and irregularities have been cured or waived. None of Purchaser, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failing to give such notification. Withdrawals may not be revoked and any CCPRs properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered at any subsequent time prior to the effective date of such registration statement. In the event of Expiration Date by following any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that procedures described in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3 above.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 4, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders of Shares are irrevocable if, such Shares have already been accepted for payment by us pursuant to the Offer. For a withdrawal to be proper and effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such registration statementShares, if different from that of the person who tendered such Shares. In If Shares held as physical certificates, the event certificates evidencing such Shares (“Share Certificates”) to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Tendering Shares — Book-Entry Delivery,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4 and as otherwise required by Rule 14e-1(c) under the Exchange Act. Withdrawals of tendered Shares may not be rescinded, and any Shares validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, Shares that have been validly withdrawn may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in Section 3 — “Procedures for Tendering Shares — Determination of Validity.” All questions as to the form and validity (including time of receipt) of any such withdrawal, notice of withdrawal will be determined by us in our sole discretion. We also reserve the Company shall not include such Registrable Securities absolute right to waive any defect or irregularity in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes withdrawal of this Agreement. No such withdrawal shall affect the obligations Shares by any stockholder, regardless of the Company with respect to the Registrable Securities whether or not so withdrawn; provided, however, that similar defects or irregularities are waived in the case of a Demand Registration, if such withdrawal shall reduce the number other stockholders. None of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodus, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, tenders are irrevocable, except that Shares tendered may also be withdrawn after Saturday, April 1, 2017 if Purchaser has not accepted them for payment by the end of Saturday, April 1, 2017. For a withdrawal of Shares to be effective, the Depositary must timely receive a written or facsimile transmission notice of withdrawal at one of its addresses set forth on the back cover of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the names in which the Share Certificates are registered, if different from that of the person who tendered such Shares. The signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedures for book-entry transfer as set forth in Section 3 – “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Shares. If Share Certificates representing the Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration statement. In the event of any such withdrawalShare Certificates, the Company shall name of the registered owners and the serial numbers shown on such Share Certificates must also be furnished to the Depositary. Withdrawals of tenders of Shares may not include such Registrable Securities in the applicable registration be rescinded and such Registrable Securities shall continue to any Shares properly withdrawn will be Registrable Securities deemed not validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may, however, that be retendered by following one of the procedures for tendering Shares described in Section 3 – “Procedures for Accepting the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Offer and Tendering Shares” at any time prior to the CompanyExpiration Date. Purchaser will determine, elect in its sole discretion, all questions as to register additional Registrable Securitiesthe form and validity (including time of receipt) of any notice of withdrawal, when taken together with elections and such determination will be final and binding. No withdrawal of Shares shall be deemed to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitieshave been properly made until all defects and irregularities have been cured or waived. None of Purchaser, to satisfy the Registrable Amount Xxxxx or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodany of their respective affiliates or assigns, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereofgive notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case Table of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.Contents

Withdrawal Rights. Any Shareholder having notified or directed the Company Tenders of shares made pursuant to include our offer are irrevocable except that tendered shares may be withdrawn at any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company time prior to the effective Expiration Date. If we extend our offer, are delayed in our acceptance for payment of shares or are unable to accept shares for payment pursuant to our offer for any reason, then, without prejudice to our rights under our offer, our Depositary may, nevertheless, on our behalf, retain tendered shares, and those shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. Any delay will be by an extension of our offer to the extent required by law. We may, without the consent of Convergent, extend our offer beyond 12:00 Midnight, New York City time, if, on the 60th day from the date of such registration statementthis document, any of the conditions to our offer, are not satisfied or waived, until that condition is satisfied or waived (except that the Minimum Condition may not be waived). In We have agreed to extend our offer from time to time until March 31, 2001 if, and to the event of any such withdrawalextent that, at the Expiration Date, the Company shall conditions to our offer have not include such Registrable Securities in been satisfied or waived. We may extend our offer after the applicable registration acceptance of shares for a further period of time by means of a subsequent offering period under Rule 14d-11 under the Exchange Act, of not more than twenty business days to meet the objective that there be validly tendered and such Registrable Securities shall continue not withdrawn prior to the Expiration Date a number of shares which, together with shares then owned by our Parent and us, represents at least 90% of the outstanding shares. If, during an extension for this purpose, you have previously tendered your shares, you will not be able to withdraw your shares. Under no circumstances will interest be paid on the purchase price for tendered shares, whether or not our offer is extended. For a withdrawal to be Registrable Securities for all purposes effective, a written or facsimile transmission notice of withdrawal must be timely received by our Depositary at one of its addresses set forth on the back cover page of this Agreementdocument. No such Any notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in such registration below withdrawn and the Registrable Amountname of the registered holder of the shares, then if different from that of the Company shall as promptly as practicable give each Shareholder seeking person who tendered the shares. If stock certificates evidencing shares to register Registrable Securities notice be withdrawn have been delivered or otherwise identified to such effect andour Depositary, within ten days following the mailing of such noticethen, such Shareholders still seeking registration shall, by written notice prior to the Companyphysical release of the stock certificates, elect the serial numbers shown on the stock certificates must be submitted to register additional Registrable Securitiesour Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, when taken together unless the shares have been tendered for the account of an eligible guarantor institution. If shares have been tendered pursuant to the procedure for book-entry transfer as set forth in "The Tender Offer--Procedures for Accepting Our Offer and Tendering Shares," any notice of withdrawal must specify the name and number of the account at DTC to be credited with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securitiesthe withdrawn shares. WE WILL DETERMINE, to satisfy the Registrable Amount or elect that such registration statement IN OUR SOLE DISCRETION, ALL QUESTIONS AS TO THE FORM AND VALIDITY (INCLUDING TIME OF RECEIPT) OF ANY NOTICE OF WITHDRAWAL. OUR DETERMINATION WILL BE FINAL AND BINDING. NEITHER WE, OUR PARENT, STC, SCHLUMBERGER NOR ANY OF SCHLUMBERGER'S, STC'S, OUR PARENT'S OR OUR RESPECTIVE AFFILIATES OR ASSIGNS, OUR DEALER MANAGER, OUR DEPOSITARY, OUR INFORMATION AGENT, OR ANY OTHER PERSON WILL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF ANY DEFECTS OR IRREGULARITIES IN ANY NOTICE OF WITHDRAWAL OR INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY NOTIFICATION. Withdrawals of shares may not be filed orrescinded. If you have properly withdrawn shares they will be deemed not to have been validly tendered for purposes of our offer. However, if theretofore filed, withdrawn shares may be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company "The Tender Offer--Procedures for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesAccepting Our Offer and Tendering Shares."

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable except that such Shares may be withdrawn at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after March 22, 1999. If Purchaser extends the Offer, is delayed in its acceptance for payment of such registration statement. In Shares or is unable to accept Shares for payment pursuant to the event of Offer for any such withdrawalreason, then, without prejudice to Purchaser's rights under the Offer, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in this Section 4. Any such delay will be by an extension of the Offer to the extent required by law. For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this AgreementOffer to Purchase. No Any such notice of withdrawal shall affect must specify the obligations name of the Company with respect person who tendered the Shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in such registration below withdrawn and the Registrable Amount, then name of the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing registered holder of such noticeShares, if different from that of the person who tendered such Shareholders still seeking registration shall, by written notice Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the CompanyDepositary, elect then, prior to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each the physical release of such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodShare Certificates, the Company shall not file serial numbers shown on such registration statement if not theretofore filed orShare Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, if unless such registration statement has Shares have been theretofore filedtendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding. None of Purchaser, Parent, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereofInformation Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement Shares properly withdrawn or will thereafter be deemed not filed (a) in accordance with an election by to have been validly tendered for purposes of the CompanyOffer. However, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent withdrawn Shares may be re-tendered at any time prior to the effectiveness Expiration Date by following one of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demandprocedures described in Section 3. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities.9

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this Section 5, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after the Expiration Date (as extended from time to time). For a withdrawal of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue Shares to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of this Agreement. No such withdrawal shall affect must be timely received by Purchaser at the obligations address specified on page twenty-three of the Company with respect Offer to Purchase. Any such notice of withdrawal must specify the Registrable Securities not so name of the person who tendered the Shares to be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn and the name in which the certificates representing such registration below Shares to be withdrawn are registered, if different from that of the Registrable Amountperson tendering such Shares. If certificates for Shares to be withdrawn have been delivered to Purchaser, then then, prior to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing physical release of such noticecertificates, the serial numbers shown on the particular certificates evidencing such Shareholders still seeking registration shallShares to be withdrawn and a signed notice of withdrawal (with signatures guaranteed by a bank or other institution participating in a recognized signature guarantee program, by written notice if the signature on the Letter of Transmittal was required to be guaranteed), must be furnished to Purchaser as described above. If Purchaser extends the Offer, is delayed in its acceptance of Shares or payment for Shares or is unable to purchase Shares pursuant to the CompanyOffer for any reason, elect then, without prejudice to register additional Registrable SecuritiesPurchaser's rights under the Offer, when taken together with elections Purchaser may, subject to register Registrable Securities by each applicable law, retain tendered Shares and such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Shares may not be filed orwithdrawn except to the extent tendering Shareholders are entitled to withdrawal rights as described in this Section 5. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, if theretofore filedin its sole discretion, which determination shall be withdrawnfinal and binding. During Neither Purchaser nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such ten day period, the Company shall notification. Withdrawals of tenders of Shares may not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekbe rescinded, and shall use commercially reasonable efforts to preventany Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer; however, withdrawn Shares may be retendered by following any of the effectiveness thereof. Any registration statement withdrawn or not filed (a) procedures described in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case Section 3 of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company "The Offer" at any subsequent time prior to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4 or directed the Company to include any or all as provided by applicable law, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares are irrevocable. Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time on or prior to the effective date Expiration Date and, unless theretofore accepted for payment and paid for by Purchaser pursuant to the Offer, may also be withdrawn at any time after January 29, 1999. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such registration statement. In notice of withdrawal must specify the event name of any such withdrawal, the Company shall not include such Registrable Securities in person who tendered the applicable registration and such Registrable Securities shall continue Shares to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been delivered pursuant to the Companyprocedures for book-entry transfer as set forth in Section 3, elect any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn Shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Book-Entry Transfer Facility's procedures. Withdrawals of tendered Shares may not be filed orrescinded, if theretofore filedand any Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be withdrawnretendered by again following one of the procedures described in Section 3 at any time on or prior to the Expiration Date. During such ten day periodAll questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, which determination will be final and binding. None of Purchaser, Parent, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedPaying Agent, the Company shall not seek, and shall use commercially reasonable efforts Information Agent or any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after September 20, 2001 (or such later date as may apply in case the Offer is extended). If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or the Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to the Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf of the Purchaser, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described in this Section 4. Any Shareholder having notified such delay will be by an extension of the Offer to the extent required by law. To be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be tendered again at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3. No withdrawal rights will apply to Shares tendered into a registration statement Subsequent Offering Period under Rule 14d-11 under the Securities Exchange Act shall, except in connection with and no withdrawal rights apply during a Block Trade Offering, have Subsequent Offering Period under Rule 14d-11 under the right to withdraw any such notice or direction Exchange Act with respect to any or all Shares tendered in the Offer and accepted for payment. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding. None of the Registrable Securities designated by it for registration by giving written notice Purchaser or any of its affiliates or assigns, if any, the Depositary, the Information Agent or any other person will be under any duty to such effect to the Company prior to the effective date of such registration statement. In the event give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company Except as otherwise provided in this Section, tenders of shares are irrevocable. Shares tendered pursuant to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect our offer may be withdrawn pursuant to the Company procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment and paid for by us pursuant to our offer, may also be withdrawn at any time after 5:00 p.m., New York City time, on January 20, 2004. If we announce a subsequent offering period as provided in Rule 14d-11 of the Exchange Act, any shares tendered during such registration statementperiod may not be withdrawn if they are immediately accepted and promptly paid for by us. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue For a withdrawal to be Registrable Securities for all purposes effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by our Depositary at one of its addresses set forth on the back cover of this Agreement. No such withdrawal shall affect document and must specify the obligations name of the Company with respect person having tendered the shares to the Registrable Securities not so be withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought shares to be included in withdrawn and the name of the registered holder of the shares to be withdrawn, if different from the name of the person who tendered the shares. If certificates for shares have been delivered or otherwise identified to our Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking serial numbers shown on such certificates must be submitted to register Registrable Securities notice to such effect our Depositary and, within ten days following unless such shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If the shares have been delivered pursuant to the Companyprocedures for book-entry transfer as set forth above, elect any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy Book-Entry Transfer Facility's procedures. Withdrawals of tenders of the Registrable Amount or elect that such registration statement shares may not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seekrescinded, and shall use commercially reasonable efforts to preventany shares properly withdrawn will thereafter be deemed not validly tendered for purposes of our offer. However, withdrawn shares may be tendered again by following one of the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent procedures described above any time prior to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement Expiration Date. All questions as to the applicable Demand Registration statement contains information regarding the Company form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, which the Company deems adverse determination will be final and binding. Neither we, our Depositary, our Information Agent, nor any other person will be under any duty to the Company, shall not be counted as a Demand. If a Shareholder withdraws its give notification of any defects or direction irregularities in any notice of withdrawal or incur any liability for failure to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after August 29, 2014. For withdrawal to be effective date a written or facsimile transmission notice of such registration statement. In withdrawal must be timely received by the event of any such withdrawal, Depositary at the Company shall not include such Registrable Securities address or the facsimile number set forth in the applicable registration attached Agreement of Assignment and Transfer. Any such Registrable Securities shall continue notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities for all purposes withdrawn and must be signed by the person(s) who signed the Agreement of this AgreementAssignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. No such However, a notice of withdrawal shall affect the obligations of the Company with respect to the Registrable Securities is not so withdrawn; provided, however, that necessary in the case of a Demand Registrationthe Automatic Withdrawal Option described below. If purchase of, or payment for, Shares is delayed for any reason or if such withdrawal shall reduce the number Purchasers are unable to purchase or pay for Shares for any reason outside of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Companytheir control, (b) in accordance with an election by such as obtaining the Requesting Shareholders execution of the selling shareholder’s custodian, in the case of a Demand Registration shares held in an IRA account, or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall obtaining additional documents from tendering shareholders that may be required to promptly reimburse process the Company for all expenses incurred transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Company Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in connection with preparing this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding, unless successfully challenged by a tendering shareholder in Washington State Court. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Shares properly withdrawn will be deemed not to be validly tendered for purposes of the registration of such Registrable SecuritiesOffer. Withdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date.

Withdrawal Rights. Any Shareholder having notified Except as otherwise provided in this Section 4, tenders of shares pursuant to the offer are irrevocable. Shares tendered pursuant to the offer may be withdrawn at any time before the Expiration Date and, unless accepted for payment by Telesoft as provided in this Offer to Purchase, may also be withdrawn after 12:00 Midnight, New York City time, on Friday, March 31, 2000. For a withdrawal to be effective, the Depositary must receive (at its address set forth on the back cover of this Offer to Purchase) a notice of withdrawal in written or directed facsimile transmission form on a timely basis. Such notice of withdrawal must specify the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all name of the Registrable Securities designated by it for registration by giving written notice person who tendered the shares to be withdrawn, the number of shares tendered, the number of shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such effect shares. If the certificates have been delivered or otherwise identified to the Company Depositary, then, prior to the effective date release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in tendering stockholder must also submit the applicable registration serial numbers shown on the particular certificates evidencing the shares and such Registrable Securities shall continue to the signature on the notice of withdrawal must be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that guaranteed by an Eligible Institution (except in the case of a Demand Registrationshares tendered by an Eligible Institution). If shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, if such the notice of withdrawal shall reduce must specify the name and the number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included in such registration below credited with the Registrable Amount, then withdrawn shares and otherwise comply with the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing procedures of such noticefacility. If Telesoft extends the offer, such Shareholders still seeking registration shall, by written notice is delayed in its purchase of shares or is unable to purchase shares pursuant to the Companyoffer for any reason, elect then, without prejudice to register additional Registrable SecuritiesTelesoft's rights under the offer, when taken together with elections the Depositary may, subject to register Registrable Securities by each applicable law, retain on behalf of Telesoft all tendered shares, and such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement shares may not be filed orwithdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4, if theretofore filedsubject to Rule 13e-4(f)(5) under the Securities Exchange Act, be withdrawnwhich provides that the issuer making the tender offer shall either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders Participants in the case of a Demand Registration or by Telesoft Corp. Profit Sharing Plan are not subject to the requesting Demand Shareholders foregoing procedures with respect to a Shelf Registration Statement or (c) shares attributable to their individual accounts under the Telesoft Corp. Profit Sharing Plan and instead should follow the procedures for withdrawal included in accordance with an election by the Company subsequent applicable letter furnished to such participants. All questions as to the effectiveness form and validity, including time of receipt, of notices of withdrawal will be determined by Telesoft, in its sole discretion, which determination shall be final and binding on all parties. None of Telesoft, the Depositary or any other person is or will be obligated to give any notice of any defects or irregularities in any notice of withdrawal, and none of them will incur any liability for failure to give any such notice. Withdrawals may not be rescinded, and any shares properly withdrawn will thereafter be deemed not tendered for purposes of the applicable Demand Registration statement because offer. However, withdrawn shares may be re-tendered before the Expiration Date by again following any post-effective amendment or supplement to of the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities procedures described in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities3.

Withdrawal Rights. Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after December 1, 2000 (or such later date as may apply in case the Offer is extended). A withdrawal of a share of Common Stock will also constitute a withdrawal of the associated Right. Rights may not be withdrawn unless the associated shares of Common Stock are also withdrawn. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or Purchaser is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares and such Shares may not be withdrawn except to the extent that the tendering stockholder is entitled to and duly exercises withdrawal rights as described in this Section 4. Any Shareholder having notified such delay will be by an extension of the Offer to the extent required by law. To be effective, a written, telegraphic or directed facsimile transmission notice of withdrawal must be timely received by the Company to include any or all Depositary at one of its Registrable Securities addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares have been tendered by an Eligible Institution, the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been delivered pursuant to the procedures for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be retendered at any subsequent time prior to the Expiration Date by following any of the procedures described in Section 3. No withdrawal rights will apply to Shares tendered into a registration statement Subsequent Offering Period under Rule 14d-11 under the Securities Exchange Act shall, except in connection with and no withdrawal rights apply during a Block Trade Offering, have Subsequent Offering Period under Rule 14d-11 under the right to withdraw any such notice or direction Exchange Act with respect to any or all of Shares tendered in the Registrable Securities designated by it Offer and accepted for registration by giving written notice to such effect payment. All questions as to the Company prior form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination shall be final and binding. None of Purchaser, Parent or any of their affiliates or assigns, if any, the Depositary, the Information Agent or any other person will be under any duty to the effective date of such registration statement. In the event give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, Offer will be irrevocable. You have the right to withdraw tendered Shares at any time prior to 4:00 p.m., Central Time, on the Expiration Date. If you desire to withdraw Shares tendered on your behalf by a Xxxxxxx Xxxxxx, you may withdraw by contacting that firm and instructing them to withdraw such notice or direction with respect Shares. Upon terms and subject to any or all the conditions of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawalOffer, the Company shall Fund expects to accept for payment properly tendered Shares promptly after the Expiration Date. If the Fund has not include such Registrable Securities agreed to accept your Shares for payment after the expiration of 40 days from the commencement of the Offer, you can withdraw them at anytime after that until the Fund accepts your Shares for payment. To be effective, a written or facsimile transmission Notice of Withdrawal in the applicable registration and such Registrable Securities shall continue form provided by the Fund must be timely received by the Depositary at the address set forth on page 17 of this Offer to Purchase. Any Notice of Withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included withdrawn, and the names in which the Shares to be withdrawn are registered. Shareholders should contact the Information Agent for instructions if they wish to submit a notice of withdrawal. If certificates have been delivered to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares withdrawn must also be furnished to the Depositary and the signature on the notice of withdrawal must be guaranteed by an Eligible Guarantor. If Shares have been delivered pursuant to the book-entry delivery procedure (set forth in Section 3, “Procedures for Tendering Common Shares”), any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Shares (which must be the same name, number, and book-entry transfer facility from which the Shares were tendered), and must comply with the procedures of DTC. All questions as to the form and validity (including time of receipt) of Notices of Withdrawal will be determined by the Fund in its sole discretion, whose determination shall be final and binding. Neither the Fund, nor Xxxxxxx, nor the Depositary nor any other person shall be obligated to give notice of any defects or irregularities in tenders, nor shall any of them incur any liability for failure to give such registration below notice. Shares properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Registrable AmountOffer. However, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days withdrawn Shares may be retendered by following the mailing procedures described in Section 3, “Procedures for Tendering Common Shares,” prior to 4:00 p.m., Central Time, on the Expiration Date. The method of such notice, such Shareholders still seeking registration shall, by written notice delivery of any documents related to a withdrawal is at the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy risk of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereofwithdrawing Shareholder. Any registration statement withdrawn or not filed (a) in accordance with an election documents related to a withdrawal will be deemed delivered only when actually received by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a DemandDepositary. If a Shareholder withdraws its notification or direction delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after May 25, 2014. For withdrawal to be effective date a written or facsimile transmission notice of such registration statement. In withdrawal must be timely received by the event of any such withdrawal, Depositary at the Company shall not include such Registrable Securities address or the facsimile number set forth in the applicable registration attached Agreement of Assignment and Transfer. Any such Registrable Securities shall continue notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities for all purposes withdrawn and must be signed by the person(s) who signed the Agreement of this AgreementAssignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. No such However, a notice of withdrawal shall affect the obligations of the Company with respect to the Registrable Securities is not so withdrawn; provided, however, that necessary in the case of a Demand Registrationthe Automatic Withdrawal Option described below. If purchase of, or payment for, Shares is delayed for any reason or if such withdrawal shall reduce the number Purchasers are unable to purchase or pay for Shares for any reason outside of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Companytheir control, (b) in accordance with an election by such as obtaining the Requesting Shareholders execution of the selling shareholder’s custodian, in the case of a Demand Registration shares held in an IRA account, or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall obtaining additional documents from tendering shareholders that may be required to promptly reimburse process the Company for all expenses incurred transfer) then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Company Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in connection with preparing this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding, unless successfully challenged by a tendering shareholder in Washington State Court. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such notification. Any Shares properly withdrawn will be deemed not to be validly tendered for purposes of the registration of such Registrable SecuritiesOffer. Withdrawn Shares may be re-tendered, however, by following the procedures described in Section 3 at any time prior to the Expiration Date.

Withdrawal Rights. Any Shareholder having notified or directed Tenders of Shares made pursuant to the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shallOffer are irrevocable, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect that Shares tendered pursuant to the Company Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the effective date Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time on or after August 4, 1997. If the Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to purchase or pay for Shares validly tendered for any reason, then, without prejudice to the Purchaser's rights hereunder, tendered Shares may be retained by the Depositary on behalf of the Purchaser and may not be withdrawn except to the extent that tendering Holders are entitled to withdrawal rights as set forth in this Section 4. For a withdrawal to be effective, a written, telegraphic, telex or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered Holder, if different from that of the person who tendered such Shares. If certificates for Shares have been delivered or otherwise identified to the Depositary, then prior to the release of such registration statement. In the event of any such withdrawalcertificates, the Company shall not include such Registrable Securities in serial numbers shown on the applicable registration and such Registrable Securities shall continue particular certificates evidencing the Shares to be Registrable Securities for all purposes withdrawn, and a signed notice of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedsignatures, however, that guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered for the account of the Eligible Institution), if such must also be furnished to the Depositary as described above. If Shares have been tendered pursuant to the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal shall reduce must also specify the name and number of Registrable Securities sought the account at the applicable Book-Entry Transfer Facility to be included in credited with the withdrawn Shares and otherwise comply with such registration below the Registrable Amount, then the Company shall Book-Entry Transfer Facility's procedures. All questions as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Companyform and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, elect to register additional Registrable Securitiesin its sole discretion, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy which determination shall be final and binding. None of the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day periodPurchaser, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedParent, the Company shall not seek, and shall use commercially reasonable efforts to preventDepositary, the effectiveness thereofInformation Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any registration statement ANY SHARES PROPERLY WITHDRAWN WILL BE DEEMED NOT VALIDLY TENDERED FOR PURPOSES OF THE OFFER. However, withdrawn or not filed (a) Shares may be retendered by following one of the procedures described in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent Section 3 at any time prior to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a DemandExpiration Date. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities5.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or Except as otherwise provided in this Section 4, all tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares pursuant to the Company Offer are irrevocable, provided that Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date and, unless theretofore accepted for payment as provided in this Offer to Purchase, may also be withdrawn at any time on or after December 4, 2011. For withdrawal to be effective date a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at the address or the facsimile number set forth in the attached Agreement of Assignment and Transfer. Any such registration statementnotice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn and must be signed by the person(s) who signed the Agreement of Assignment and Transfer in the same manner as the Agreement of Assignment and Transfer was signed. In If purchase of, or payment for, Shares is delayed for any reason or if the event Purchasers are unable to purchase or pay for Shares for any reason, then, without prejudice to the Purchasers’ rights under the Offer, tendered Shares may be retained by the Depositary on behalf of the Purchasers and may not be withdrawn except to the extent that tendering Shareholders are entitled to withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under the Exchange Act, which provides that no person who makes a tender offer shall fail to pay the consideration offered or return the securities deposited by or on behalf of security holders promptly after the termination or withdrawal of the tender offer. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchasers, in their sole discretion, which determination shall be final and binding. Neither the Purchasers, nor the Depositary, nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any such withdrawal, the Company shall notification. Any Shares properly withdrawn will be deemed not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities validly tendered for all purposes of this Agreementthe Offer. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; providedWithdrawn Shares may be re-tendered, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days by following the mailing of such notice, such Shareholders still seeking registration shall, by written notice procedures described in Section 3 at any time prior to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable SecuritiesExpiration Date.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Except as otherwise provided in this section, tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time on or prior to the effective Expiration Date and, unless theretofore accepted for payment as provided herein, may also be withdrawn at any time after January 25, 2005 (or such later date of such registration statementas may apply if the Offer is extended). In the event If, for any reason whatsoever, acceptance for payment of any such withdrawalShares tendered pursuant to the Offer is delayed, or LCC is unable to accept for payment or pay for Shares tendered pursuant to the Offer, then, without prejudice to LCC's rights set forth herein, the Company shall not include such Registrable Securities in the applicable registration Depositary may, nevertheless, on LCC's behalf, retain tendered Shares and such Registrable Securities shall continue Shares may not be withdrawn except to the extent that the tendering shareholder is entitled to and duly exercises withdrawal rights as described in this section. Any such delay will be by an extension of the Offer, to the extent required by law. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought Shares to be included in withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such registration below certificates, the Registrable Amount, then serial numbers shown on such certificates must be submitted to the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect Depositary and, within ten days following unless such Shares have been tendered by an Eligible Institution, the mailing signatures on the notice of such notice, such Shareholders still seeking registration shall, withdrawal must be guaranteed by written notice an Eligible Institution. If Shares have been delivered pursuant to the Company, elect procedures for book entry transfer as set forth in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES," any notice of withdrawal must also specify the name and number of the account at the Book Entry Transfer Facility to register additional Registrable Securities, when taken together be credited with elections to register Registrable Securities by each the withdrawn Shares and otherwise comply with such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement Book Entry Transfer Facility's procedures. Withdrawals of Shares may not be filed orrescinded. Any Shares properly withdrawn will be deemed not validly tendered for purposes of the Offer, but may be re-tendered at any subsequent time before the Expiration Date by following any of the procedures described in "THE TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES." LCC, in its sole discretion, will determine all questions as to the form and validity (including time of receipt) of notices of withdrawal, and its determination shall be final and binding. Neither LCC or any of its affiliates or assigns, if theretofore filed, be withdrawn. During such ten day periodany, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filedDepositary, the Company shall not seek, and shall use commercially reasonable efforts Information Agent nor any other person will be under any duty to prevent, the effectiveness thereof. Any registration statement withdrawn give any notification of any defects or not filed (a) irregularities in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case any notice of a Demand Registration withdrawal or by the requesting Demand Shareholders with respect incur any liability for failure to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because give any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified or directed the Company to include any or all Tenders of its Registrable Securities in a registration statement under the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect Shares made pursuant to the Company Offer may be withdrawn at any time prior to the effective date Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after July 2, 1999 unless previously accepted for payment as provided in this Offer to Purchase. If the Company extends the period of such registration statement. In time during which the event of Offer is open, is delayed in accepting for payment or paying for Shares or is unable to accept for payment or pay for Shares pursuant to the Offer for any such withdrawalreason, then, without prejudice to the Company's rights under the Offer, the Company shall not include such Registrable Securities in Depositary may, on behalf of the applicable registration Company, retain all Shares tendered, and such Registrable Securities Shares may not be withdrawn except as otherwise provided in this Section 4, subject to Rule 13e-4(f)(5) under the Exchange Act, which provides that the issuer making the tender offer shall continue either pay the consideration offered, or return the tendered securities, promptly after the termination or withdrawal of the tender offer. To be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be Registrable Securities for all purposes withdrawn, the number of this Agreement. No such withdrawal shall affect Shares to be withdrawn and the obligations name of the Company with respect registered holder of the Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Registrable Securities not so withdrawn; providedDepositary, however, that a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of a Demand RegistrationShares tendered by an Eligible Institution) must be submitted prior to the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the name of the registered holder (if such withdrawal shall reduce different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the Shares to be withdrawn or, in the case of Shares tendered by book-entry transfer, the name and number of Registrable Securities sought the account at the Book-Entry Transfer Facility to be included credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by again following one of the procedures described in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice Section 3 at any time prior to the Company, elect Expiration Date. All questions as to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not form and validity (including time of receipt) of any notice of withdrawal will be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election determined by the Company, (b) in accordance with an election by the Requesting Shareholders in the case its sole discretion, which determination shall be final and binding. None of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not the Dealer Managers, the Depositary, the Information Agent or any other person will be counted as a Demand. If a Shareholder withdraws its under any duty to give notification of any defect or direction irregularity in any notice of withdrawal or incur any liability for failure to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, give any such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesnotification.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company offer may be withdrawn according to include the procedures set forth below at any or all time before the Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser in the offer, may also be withdrawn at any time after August 30, 2009. Pursuant to Rule 14d-7 of its Registrable Securities the Exchange Act, no withdrawal rights will apply to Shares tendered in a registration statement under “subsequent offering period” and no withdrawal rights apply during the Securities Act shall, except in connection with a Block Trade Offering, have the right to withdraw any such notice or direction “subsequent offering period” with respect to any Shares tendered in the offer and accepted for payment. For a withdrawal to be effective, a written or all facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this offer to purchase and must specify the name of the Registrable Securities designated person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by it an Eligible Institution. If Shares have been tendered according to the procedures for registration book-entry transfer as set forth in Section 3—“Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the offer. However, withdrawn Shares may be retendered by giving written notice following one of the procedures described in Section 3—“Procedure for Tendering Shares” at any time before the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, in its sole discretion, which determination will be final and binding, subject to such effect parties disputing such determination in a court of competent jurisdiction. None of the Purchaser, LabCorp, the Depositary, the Dealer Manager, the Information Agent, Monogram or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. The method for delivery of any documents related to a withdrawal is at the Company prior risk of the withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the effective date of such registration statementDepositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.

Withdrawal Rights. Any Shareholder having notified Except as provided in this Section 4, or directed as provided by applicable law, tenders of Shares are irrevocable. Shares tendered in the Company Offer may be withdrawn according to include the procedures set forth below at any time before the Expiration Date and, unless theretofore accepted for payment and paid for by the Purchaser in the Offer, may also be withdrawn at any time after April 16, 2007. For a withdrawal to be effective, a written, telegraphic or all facsimile transmission notice of withdrawal must be timely received by the Depositary at its Registrable Securities address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates evidencing such Shares and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer as set forth in Section 3—“Procedure for Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tenders of Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in Section 3—“Procedure for Tendering Shares” at any time before the Expiration Date. No withdrawal rights will apply to Shares tendered in a registration statement Subsequent Offering Period under Rule 14d-11 of the Securities Act shallExchange Act, except and no withdrawal rights apply during a Subsequent Offering Period under Rule 14d-11 with Table of Contents respect to Shares tendered in connection with a Block Trade Offeringthe Offer and previously accepted for payment. See Section 1—“Terms of the Offer.” All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser, have in its sole discretion, which determination will be final and binding. None of the right Purchaser, Cytyc, the Depositary, the Information Agent, Adeza or any other person will be under any duty to withdraw give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notice or direction with respect notification. The method for delivery of any documents related to any or all a withdrawal is at the risk of the Registrable Securities designated withdrawing stockholder. Any documents related to a withdrawal will be deemed delivered only when actually received by it for registration the Depositary. If delivery is by giving written notice to such effect to the Company prior to the effective date of such registration statementmail, registered mail with return receipt requested, properly insured, is recommended. In the event of any such withdrawalall cases, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue sufficient time should be allowed to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Shareholder seeking to register Registrable Securities notice to such effect and, within ten days following the mailing of such notice, such Shareholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities, when taken together with elections to register Registrable Securities by each such other Shareholder seeking to register Registrable Securities, to satisfy the Registrable Amount or elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use commercially reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the Requesting Shareholders in the case of a Demand Registration or by the requesting Demand Shareholders with respect to a Shelf Registration Statement or (c) in accordance with an election by the Company subsequent to the effectiveness of the applicable Demand Registration statement because any post-effective amendment or supplement to the applicable Demand Registration statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. If a Shareholder withdraws its notification or direction to the Company to include Registrable Securities in a registration statement in accordance with this Section 3.4, such Shareholder shall be required to promptly reimburse the Company for all expenses incurred by the Company in connection with preparing for the registration of such Registrable Securitiesensure timely delivery.