Common use of Book-Entry Transfer Clause in Contracts

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer procedures. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person other than the person who signs the Letter of Transmittal, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed as provided above. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility DTC to transfer such Shares into the Depositary's ’s account at the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer Facility's transfer proceduresDTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer FacilityDTC, either a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents, must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures DTC does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered on the Letter of Transmittal if (i) the Letter of Transmittal is signed by a the registered holder (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) Table of Contents of the Shares who tendered therewith, unless such registered holder has not completed either the box labeled "entitled “Special Payment Instructions" ” or the box labeled "entitled “Special Delivery Instructions" ” on the Letter of Transmittal or (ii) Shares tendered pursuant to such Letter of Transmittal are for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit unionfinancial institution (including most commercial banks, savings association or other entity which and loan associations and brokerage houses) that is a member of or participant in good standing of a recognized “Medallion Program” approved by the Securities Transfer Association Inc., including the Security Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Guarantee Program (MSP), or by any other "“eligible guarantor institution," ” as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "“Eligible Institution"” and, collectively, the “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction Instructions 1 and 5 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade or delivered to, or a Share Certificate not accepted for payment or not tendered is to be returnedissued in, to the name of or returned to, a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. ATOP‌ The Depositary Disbursing Agent will work with DTC to establish an account with respect this distribution event relating to the Shares at the Book-Entry Transfer Facility for purposes Senior Secured Notes on DTC’s ATOP system.1 A beneficial owner of the Offer within two business days after the date of this Offer to Purchase. Any financial institution Senior Secured Notes that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares are held by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer procedures. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittal, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person broker, dealer, commercial bank, trust company or other than nominee or custodian (each, a “Nominee”) is urged to contact such Nominee promptly if such beneficial owner wishes to participate. Only Nominees that are participants in DTC’s ATOP system can effectuate a book-entry delivery of the person who signs Senior Secured Notes on a Holder’s behalf. Beneficial holders of the Senior Secured Notes must allow sufficient time for its Nominee to effectuate the book-entry delivery of its Senior Secured Notes via ATOP on or before the Distribution Election Deadline. At the Holder’s instruction, the tendering Nominee participant in DTC's ATOP system must make a book entry delivery of the Senior Secured Notes by causing DTC to transfer such Senior Secured Notes into the appropriate contra-CUSIP2 in accordance with ATOP procedures for transfers on or before the Distribution Election Deadline. Once DTC receives the Nominee’s instruction to initiate a book entry delivery of a Holder’s Senior Secured Notes, DTC will verify such instruction, execute a book-entry transfer of the tendered Senior Secured Notes into the appropriate contra-CUSIP and then send to the Disbursing Agent confirmation of such book-entry transfer, including an agent's message confirming that DTC has received an express acknowledgment from such holder that such holder has received and agrees to be bound by the Letter of Transmittal, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than Transmittal and that the registered holder(s), the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed as provided above. See Instructions 1 and 5 of company may enforce the Letter of TransmittalTransmittal against such holder (a “Book-Entry Confirmation”). ALL QUESTIONS AS TO THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT), AND ACCEPTANCE OF LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES WILL BE RESOLVED BY THE REORGANIZED DEBTORS, WHOSE DETERMINATION WILL BE FINAL AND BINDING, SUBJECT ONLY TO REVIEW BY THE BANKRUPTCY COURT UPON APPLICATION WITH DUE NOTICE TO ANY AFFECTED PARTIES IN INTEREST. THE DEBTOR RESERVES THE RIGHT TO REJECT ANY AND ALL LETTERS OF TRANSMITTAL AND TENDERED SENIOR SECURED NOTES NOT 1 In the event DTC is unwilling or unable to utilize the ATOP system to surrender the Senior Secured Notes, a Nominee will be required to withdraw a Holder’s Senior Secured Notes from DTC via Deposit/Withdrawal at Custodian (“DWAC”) procedures.

Book-Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility DTC to transfer such the Shares into the Depositary's account at the DTC in accordance with DTC's procedures (a "Book-Entry Transfer Facility in accordance with the Transfer"). Although Shares may be delivered through Book-Entry Transfer FacilityConfirmation of a transfer into the Depositary's transfer procedures. Howeveraccount at DTC, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, a Depositary must receive the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed signed, with any required signature guarantees, or an Agent's Message in connection with a bookBook-entry transferEntry Transfer, and any other documents required by the Letter of Transmittaldocuments, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on at or prior to before the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described belowset forth below must be complied with. Delivery of documents to the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer FacilityDTC's procedures does not constitute delivery to the Depositary. The tender of Shares pursuant to any one of the procedures described above will constitute acceptance of the Offer, as well as the tendering stockholder's representation and warranty that such stockholder has full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between Purchaser and the tendering stockholder upon the terms and subject to the conditions of the Offer. Signature Guarantees. No signature A bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act) (each, an "Eligible Institution" and collectively, "Eligible Institutions") must guarantee is required for shares signatures on all Letters of Transmittal, unless the Shares tendered are tendered (ia) by a registered holder of Shares who that has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on in the Letter of Transmittal or (iib) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a Share Certificate is Certificates are registered in the name of a person other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade to, or a Share Certificate not accepted Certificates for payment or not tendered is unpurchased Shares are to be returnedissued or returned to, to a person other than the registered holder(s)holder, then the Share Certificate tendered Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) appears holder or holders appear on the Share CertificateCertificates, with the signature(s) signatures on such Share Certificate Certificates or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal. If Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal) must accompany each delivery of Certificates.

Book-Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make book-entry delivery transfer of Shares by causing the Book-Entry Transfer Facility DTC to transfer such the Shares into the Depositary's ’s account at the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer Facility's transfer DTC’s procedures. However, although delivery of Shares may be effected delivered through book-entry transfer into the Depositary’s account at DTC, the Book-Entry Transfer Facility, a Depositary must receive on or before the Expiration Date the Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed signed, with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittaldocuments, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration DatePurchase, or the tendering stockholder you must comply with the guaranteed delivery procedures described procedure set forth below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a A bank, broker, dealer, credit union, savings association or other entity which that is a member in good standing of a recognized the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program, the Stock Exchanges Medallion Program or by any other "“eligible guarantor institution," ” (as defined in Rule 17Ad-15 under the Exchange Act Act) (each of the foregoingeach, an "“Eligible Institution"). See Instruction 1 ” and collectively “Eligible Institutions”) must guarantee signatures on all Letters of Transmittal, unless the Shares tendered are tendered (a) by a registered holder of Shares that has not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” in the Letter of TransmittalTransmittal or (b) for the account of an Eligible Institution. See the Instructions to the Letter of Transmittal for further details. If a Share Certificate is Certificates are registered in the name of a person other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade to, or a Share Certificate not accepted Certificates for payment or not tendered is unpurchased Shares are to be returnedissued or returned to, to a person other than the registered holder(s)holder, then the tendered Share Certificate Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) appears holder or holders appear on Share Certificates, with the signatures on the Share Certificate, with the signature(s) on such Share Certificate Certificates or stock powers guaranteed by an Eligible Institution as provided above. See Instructions 1 and 5 of in the Letter of Transmittal. See the Instructions to the Letter of Transmittal. If Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal must accompany each delivery of Share Certificates.

Book-Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such the Shares into the Depositary's ’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer ’s procedures. However, although delivery of Shares may be effected delivered through book-entry transfer into the Depositary’s account at the a Book-Entry Transfer Facility, a the Depositary must receive the Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed signed, with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittaldocuments, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to before the Expiration Date, or the tendering stockholder you must comply with the guaranteed delivery procedures described procedure set forth below. Delivery of documents to the a Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's ’s procedures does not constitute delivery to the Depositary. Signature GuaranteesFor Shares to be validly tendered during a Subsequent Offering Period, the tendering Portec shareholder must comply with the foregoing procedures, except that required documents and Share Certificates must be received during the Subsequent Offering Period. No signature guarantee is required for shares tendered (i) by a registered holder The tender of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by pursuant to any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each one of the foregoingprocedures described above will constitute the tendering Portec shareholder’s acceptance of the Offer, an "Eligible Institution"). See Instruction 1 of as well as the tendering Portec shareholder’s representation and warranty that the Portec shareholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. If a Share Certificate is registered in the name of a person other than the person who signs the Letter of Transmittal, or if payment is to be made, or a Share Certificate not accepted Purchaser’s acceptance for payment or not of Shares tendered is pursuant to be returned, the Offer will constitute a binding agreement between Purchaser and you upon the terms and subject to a person other than the registered holder(s), the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) conditions of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed as provided above. See Instructions 1 and 5 of the Letter of TransmittalOffer.

Book-Entry Transfer. The Depositary will make a request to establish an account accounts with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry 11 Table of Contents delivery of Shares by causing the Book-Entry Transfer Facility to transfer such the Shares into the Depositary's ’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer ’s procedures. However, although delivery of Shares may be effected delivered through book-entry transfer into the Depositary’s account at the a Book-Entry Transfer Facility, a the Depositary must receive the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed executed, with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittaldocuments, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to before the Expiration Date, or the tendering stockholder you must comply with the guaranteed delivery procedures procedure described below. Delivery of documents to the a Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's ’s procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a A bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program (an “Eligible Institution”) must guarantee signatures on all Letters of Transmittal, unless the Shares tendered are tendered (a) by a recognized Medallion Signature Guarantee Program or by registered holder (which term, for purposes of this Section 3, includes any other "eligible guarantor institution," participant in the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as defined in Rule 17Ad-15 under the Exchange Act (each owner of the foregoing, Shares) of Shares who has not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” on the Letter of Transmittal or (b) for the account of an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a the Share Certificate is Certificates are registered in the name of a person other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade to, or a Share Certificate not accepted Certificates for payment or not tendered is unpurchased Shares are to be returnedissued or returned to, to a person other than the registered holder(s)holder, then the tendered Share Certificate Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) appears holder or holders appear on the Share CertificateCertificates, with the signature(s) signatures on such the Share Certificate Certificates or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal. If the Share Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or facsimile) must accompany each delivery of Share Certificates.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the "Book-Entry Transfer Facility Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility Facility's system may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the such Book-Entry Transfer Facility's transfer proceduresprocedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed executed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transferMessage, and any other required documents required by the Letter of Transmittalmust, must in any case case, be transmitted to, and received by by, the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures described below. Delivery The confirmation of documents to a book-entry transfer of Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the as described above is referred to herein as a "Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment InstructionsConfirmation." or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person other than the person who signs the Letter of Transmittal, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed as provided above. See Instructions 1 and 5 of the Letter of TransmittalDELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

Book-Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility DTC to transfer such the Shares into the Depositary's account at the DTC in accordance with DTC's procedures (a "Book-Entry Transfer Facility in accordance with the Transfer"). Although Shares may be delivered through Book-Entry Transfer FacilityConfirmation of a transfer into the Depositary's transfer procedures. Howeveraccount at DTC, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, a Depositary must receive the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed signed, with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittaldocuments, must in any case be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on at or prior to before the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described belowset forth below must be complied with. Delivery of documents to the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer FacilityDTC's procedures does not constitute delivery to the Depositary. For Shares to be validly tendered during the Subsequent Offering Period, if any, the foregoing procedures must be complied with, except that required documents and Certificates must be received during the Subsequent Offering Period. The tender of Shares pursuant to any one of the procedures described above will constitute acceptance of the Offer, as well as the tendering shareholder's representation and warranty that such shareholder has full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between Purchaser and the tendering shareholder upon the terms and subject to the conditions of the Offer. Signature Guarantees. No signature A bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act) (each, an "Eligible Institution" and collectively, "Eligible Institutions") must guarantee is required for shares signatures on all Letters of Transmittal, unless the Shares tendered are tendered (ia) by a registered holder of Shares who that has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on in the Letter of Transmittal or (iib) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a Share Certificate is Certificates are registered in the name of a person other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade to, or a Share Certificate not accepted Certificates for payment or not tendered is unpurchased Shares are to be returnedissued or returned to, to a person other than the registered holder(s)holder, then the Share Certificate tendered Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) appears holder or holders appear on the Share CertificateCertificates, with the signature(s) signatures on such Share Certificate Certificates or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal. If Certificates are forwarded separately to the Depositary, a properly completed and duly executed Letter of Transmittal (or a facsimile of the Letter of Transmittal) must accompany each delivery of Certificates.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility DTC to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer FacilityDTC's transfer proceduresprocedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Book-Entry Transfer Facility, a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents, must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures DTC does not constitute delivery to the Depositary. Signature GuaranteesGuarantee of Signatures. No signature guarantee is required for shares tendered on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC's systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder of Shares who has not completed either the box labeled entitled "Special Payment Instructions" or the box labeled entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) if the Shares are tendered for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit unionfinancial institution (including most commercial banks, savings association or other entity which and loan associations and brokerage houses) that is a member in good standing of a recognized the Securities Transfer Agents Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under of the Exchange Act (each of the foregoing, referred to as an "Eligible Institution" and collectively "Eligible Institutions"). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade or delivered to, or a Share Certificate not accepted for payment or not tendered is to be returnedissued in, to the name of a person other than the registered holder(s)holder, then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name of the registered holder(s) holder appears on the Share Certificate, with the signature(s) signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 Notwithstanding any other provision of this Offer to Purchase, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) (A) Share Certificates evidencing such Shares or (B) a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary's account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and 5 duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at The Depositary Trust Company (the "Book-Entry Transfer Facility Facility") for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility Facility's systems may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer proceduresprocedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility, a either the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed executed, together with any required signature guarantees, or an Agent's Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents, must, in any case case, be transmitted to and received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration DateDate (except with respect to any Subsequent Offering Period, if one is provided), or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to the BookTHE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-Entry Transfer Facility in accordance with the BookENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. DELIVERY OF DOCUMENTS TO THE BOOK-Entry Transfer Facility's procedures does not constitute delivery to the DepositaryENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees. No signature guarantee is required for shares tendered SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bankINCLUDING, brokerIN THE CASE OF A BOOK-ENTRY TRANSFER, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"BY BOOK-ENTRY CONFIRMATION). See Instruction 1 of the Letter of TransmittalIF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. If a Share Certificate is registered in the name of a person other than the person who signs the Letter of TransmittalIN ALL CASES, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed as provided above. See Instructions 1 and 5 of the Letter of TransmittalSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Book-Entry Transfer. The For purposes of the Offer, the Depositary will establish an account with respect to for the Shares at The Depository Trust Company (the Book"book-Entry Transfer Facility for purposes of the Offer entry transfer facility") within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility's system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing the Bookbook-Entry Transfer Facility entry transfer facility to transfer such those Shares into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Bookbook-Entry Transfer Facilityentry transfer facility's transfer proceduresprocedures for that transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary's account at the Bookbook-Entry Transfer Facilityentry transfer facility, a the Letter of Transmittal (Transmittal, or a facsimile thereof), properly completed and duly executed executed, with any required signature guarantees, or an Agentagent's Message in connection with a book-entry transfermessage, and any other required documents required by the Letter of Transmittalmust, must in any case case, be transmitted to, and received by by, the Depositary at one of its addresses the address set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder shareholder must comply with the guaranteed delivery procedures described we describe below. Delivery The confirmation of documents to the Booka book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to entry transfer of Shares into the Depositary's account at the book-entry transfer facility as we describe above is referred to herein as a "book-entry confirmation." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES WILL NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. Signature Guarantees. No signature guarantee is required for shares tendered (i) The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a registered holder part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering Shares who through the book-entry transfer facility that the participant has not completed either received and agrees to be bound by the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on terms of the Letter of Transmittal or and that we may enforce that agreement against that participant. THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bankINCLUDING, brokerIN THE CASE OF A BOOK-ENTRY TRANSFER, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"BY BOOK-ENTRY CONFIRMATION). See Instruction 1 of the Letter of TransmittalIF YOU PLAN TO MAKE DELIVERY BY MAIL, WE RECOMMEND THAT YOU DELIVER BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND OBTAIN PROPER INSURANCE. If a Share Certificate is registered in the name of a person other than the person who signs the Letter of TransmittalIN ALL CASES, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed as provided above. See Instructions 1 and 5 of the Letter of TransmittalSUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary's ’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer procedures’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, a either the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents, must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in the Book-Entry Transfer Facility’s systems whose name appears on a registered security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder of Shares who has not completed either the box labeled "entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions" or the box labeled "Special Delivery Instructions" ” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a bank, broker, dealer, credit union, savings association or other entity which is a member participant in good standing of a recognized the Security Transfer Agents Medallion Signature Guarantee Program or by any other "“eligible guarantor institution," ” as such term is defined in Rule 17Ad-15 under of the Exchange Act (each of the foregoing, an "“Eligible Institution"” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade or delivered to, or a Share Certificate not accepted for payment or not tendered is to be returnedissued in, to the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility DTC to transfer such Shares into the Depositary's ’s account at the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer Facility's transfer proceduresDTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Book-Entry Transfer Facility, a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents, must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration DateTime, or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures DTC does not constitute delivery to the Depositary. Signature GuaranteesGuarantee of Signatures. No signature guarantee is required for shares tendered on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder of Shares who has not completed either the box labeled "entitled “Special Payment Instructions" ” or the box labeled "entitled “Special Delivery Instructions" ” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit unionfinancial institution (including most commercial banks, savings association or other entity which and loan associations and brokerage houses) that is a member in good standing of a recognized the Securities Transfer Agents Medallion Signature Guarantee Program or by any other "“eligible guarantor institution," ” as such term is defined in Rule 17Ad-15 under of the Exchange Act (each of the foregoing, referred to as an "“Eligible Institution"” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade or delivered to, or a Share Certificate not accepted for payment or not tendered is to be returnedissued in, to the name of a person other than the registered holder(s)holder, then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name of the registered holder(s) holder appears on the Share Certificate, with the signature(s) signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 Notwithstanding any other provision of this Offer to Purchase, payment for Shares accepted pursuant to the Offer will in all cases only be made after timely receipt by the Depositary of (i) (A) Share Certificates evidencing such Shares or (B) a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal (or a manually signed facsimile thereof), properly completed and 5 duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility 5 Table of Contents DTC to transfer such Shares into the Depositary's ’s account at the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer Facility's transfer proceduresDTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Book-Entry Transfer Facility, a Letter of Transmittal (or a manually signed facsimile thereof), properly completed and duly executed executed, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents, must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures DTC does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered on the Letter of Transmittal (i) if the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a registered security position listing as the owner of the Shares) of the Shares tendered therewith, unless such holder of Shares who has not completed either the box labeled "entitled “Special Payment Instructions" ” or the box labeled "entitled “Special Delivery Instructions" ” on the Letter of Transmittal or (ii) if the Shares are tendered for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit unionfinancial institution (including most commercial banks, savings association or other entity which and loan associations and brokerage houses) that is a member in good standing of a recognized in the Security Transfer Agents Medallion Signature Guarantee Program or by any other "“eligible guarantor institution," ” as such term is defined in Rule 17Ad-15 under of the Exchange Act (each of the foregoing, an "“Eligible Institution"” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade or delivered to, or a Share Certificate not accepted for payment or not tendered is to be returnedissued in, to the name of a person other than the registered holder(s)holder, then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) name of the registered holder(s) holder appears on the Share Certificate, with the signature(s) signature on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility DTC to transfer such Shares into the Depositary's ’s account at the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer Facility's transfer proceduresDTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, either the Book-Entry Transfer Facility, a Letter of Transmittal (or a facsimile thereof)Transmittal, properly completed and duly executed executed, together with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents, must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the expiration of the Offer on the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures DTC does not constitute delivery to the Depositary. Signature GuaranteesGuarantees for Shares. No signature guarantee is required on the Letter of Transmittal (a) if the Letter of Transmittal is signed by the registered holder(s) (which term, for shares purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered (itherewith, unless such registered holder(s) by a registered holder of Shares who has not or have completed either the box labeled "entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions" or the box labeled "Special Delivery Instructions" ” on the Letter of Transmittal or (iib) if the Shares are tendered for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit unionfinancial institution (including most commercial banks, savings association or other entity which and loan associations and brokerage houses) that is a member in good standing of a recognized the Security Transfer Agents Medallion Signature Guarantee Program or by any other "“eligible guarantor institution," ” as such term is defined in Rule 17Ad-15 under of the Exchange Act (each of the foregoing, an "“Eligible Institution"” and collectively “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the person who signs signers of the Letter of Transmittal, or if payment is to be mademade or delivered to, or a Share Certificate not accepted for payment or not tendered is to be returnedissued in, to the name(s) of a person or persons other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears appear on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at the Book-Entry Transfer Facility DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility DTC may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility DTC to transfer such Shares into the Depositary's ’s account at the Book-Entry Transfer Facility DTC in accordance with the Book-Entry Transfer Facility's transfer proceduresDTC’s procedures for the transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer FacilityDTC, a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by the Letter of Transmittaldocuments, must must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration DateTime, or the tendering stockholder must comply with the guaranteed delivery procedures procedure described below. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures DTC does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal if: • the Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section 3, includes any participant in the DTC’s systems whose name appears on a security position listing as the owner of Shares) of Shares tendered therewith, unless the registered holder has completed either the box entitled “Special Delivery Instructions” or (ii) the box entitled “Special Payment Instructions” on the Letter of Transmittal; or • Shares are tendered for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a bank, broker, dealer, credit union, savings association or other entity which is a member participant in good standing of a recognized the Securities Transfer Agents Medallion Signature Guarantee Program or by any other "“eligible guarantor institution," ”, as that term is defined in Rule 17Ad-15 under of the Exchange Act (each of the foregoingeach, an "“Eligible Institution"” and collectively, “Eligible Institutions”). In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the person who signs signer of the Letter of Transmittal, or if payment is to be mademade or delivered to, or a Share Certificate not accepted for payment or not tendered is to be returnedissued in, to the name(s) of a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed Table of Contents stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears appear(s) on the Share Certificate, with the signature(s) on such the Share Certificate or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal. Guaranteed Delivery. Shares may also be tendered if all the following conditions are satisfied: • the tender is made by or through an Eligible Institution; • a properly completed and duly executed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), substantially in the form made available by Purchaser, must be received by the Depositary at one of its addresses set forth in the Letter of Transmittal before the Offer expires; and • the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all such Shares), together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the Letter of Transmittal), and any other required documents, are received by the Depositary within two trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which NASDAQ is open for business. The Notice of Guaranteed Delivery must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Purchaser. Notwithstanding any other provision of this Offer, payment for Shares accepted pursuant to the Offer will in all cases only be made after (a) timely receipt by the Depositary of Share Certificates for such Shares or a Book-Entry Confirmation pursuant to the procedures set forth in this Section 3, (b) a Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message, and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when the foregoing documents with respect to Shares are actually received by the Depositary. Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until the Shares to which the Notice of Guaranteed Delivery relates are received by the Depositary in accordance with the procedures set forth in Section 251(h) of the DGCL. The method of delivery of the Letter of Transmittal, any Share Certificates and all other required documents, including delivery through the DTC, is at the option and the risk of the tendering stockholder and the delivery will be deemed made, and the risk of loss of such Share Certificate(s) and other documents will pass, only when actually received by the Depositary (including, in the case of book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that the stockholder has the full power and authority to tender and assign Shares tendered, as specified in the Letter of Transmittal or the Book-Entry Confirmation, as applicable, and that when accepted for payment, we will acquire good, marketable and unencumbered title, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. Purchaser’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and Purchaser upon the terms and subject to the conditions of the Offer.

Book-Entry Transfer. The Depositary will has agreed to establish an account or accounts with respect to the Shares at The Depository Trust Company (the “Book-Entry Transfer Facility Facility”) for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility Facility’s systems may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such the Shares into the Depositary's ’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer procedures’s procedure for such transfer. However, although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, a Letter of Transmittal (or a facsimile thereof), the properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent's ’s Message in connection with a book-entry transfer, and any other documents required by lieu of the Letter of Transmittal, must and any other required documents must, in any case case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase on or prior to before the Expiration DateDate (except with respect to a Subsequent Offering Period, if one is provided, in which case the Shares, the Letter of Transmittal or an Agent’s Message, and other documents must be received before the expiration of the Subsequent Offering Period), or the tendering stockholder must comply with the guaranteed delivery procedures described belowunder “—Guaranteed Delivery” for a valid tender of Shares by book-entry transfer. Delivery The confirmation of documents to a book-entry transfer of Shares into the Depositary’s account at the Book-Entry Transfer Facility as described above is referred to in accordance with the this Offer to Purchase as a “Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Signature Guarantee Program or by any other "eligible guarantor institution," as defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing, an "Eligible Institution"). See Instruction 1 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person other than the person who signs the Letter of Transmittal, or if payment is to be made, or a Share Certificate not accepted for payment or not tendered is to be returned, to a person other than the registered holder(s), the Share Certificate must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed as provided above. See Instructions 1 and 5 of the Letter of TransmittalConfirmation.”

Book-Entry Transfer. The Depositary will make a request to establish an account with respect to the Shares at the Book-Entry Transfer Facility for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such the Shares into the Depositary's ’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's transfer procedures. However, although delivery of Shares may be effected delivered through book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility, a the Depositary must receive, on or before the Expiration Date, (i) the Letter of Transmittal (or a facsimile thereoffacsimile), properly completed and duly executed signed, with any required signature guarantees, or (ii) an Agent's Message ’s Message, in connection each case, together with a book-entry transfer, and any other documents required by the Letter of Transmittaldocuments, must in any case be received by the Depositary at one of its the Depositary’s addresses set forth on the back cover of this Offer to Purchase on or prior to the Expiration DatePurchase, or the tendering stockholder must comply with the guaranteed delivery procedures described procedure set forth below. Delivery of documents to the a Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures does not constitute delivery to the Depositary. For Shares to be validly tendered during a subsequent offering period, the tendering Datascope stockholder must comply with the foregoing procedures, except that required documents and Share Certificates must be received during the subsequent offering period. The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the Offer, as well as the tendering stockholder’s representation and warranty that he or she has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal. Purchaser’s acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between Purchaser and the tendering stockholder upon the terms and subject to the conditions of the Offer. Signature Guarantees. No signature guarantee is required for shares tendered (i) by a registered holder of Shares who has not completed either the box labeled "Special Payment Instructions" or the box labeled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. All other tenders of Shares must have the signatures on the Letters of Transmittal guaranteed by a firm which is a A bank, broker, dealer, credit union, savings association or other entity which that is a member in good standing of a recognized the Securities Transfer Agents Medallion Signature Guarantee Program or by any other "“eligible guarantor institution," ” (as defined in Rule 17Ad-15 under the Exchange Act Act) (each of the foregoingeach, an "“Eligible Institution")” and, collectively, “Eligible Institutions”) must guarantee signatures on all Letters of Transmittal, unless the Shares are tendered (a) by a registered holder of Shares that has not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” in the Letter of Transmittal or (b) for the account of an Eligible Institution. See Instruction 1 “Important Tax Information” in of the Letter of TransmittalTransmittal for further details. If a Share Certificate is Certificates are registered in the name of a person other than the person who signs executing the Letter of Transmittal, or if payment is to be mademade to, or a Share Certificate not accepted Certificates for payment or not tendered is unpurchased Shares are to be returnedissued or returned to, to a person other than the registered holder(s)holder, then the tendered Share Certificate Certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) name or names of the registered holder(s) appears holder or holders appear on Share Certificates, with the signatures on the Share Certificate, with the signature(s) on such Share Certificate Certificates or stock powers guaranteed by an Eligible Institution as provided abovein the Letter of Transmittal. See Instructions 1 and 5 of the Letter of TransmittalTransmittal for further details. Any Notice of Guaranteed Delivery, as discussed below, will also require a guarantee by an Eligible Institution.