Common use of CONDITIONS TO THE OFFER Clause in Contracts

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction of the conditions set out in Appendix I, including:  valid acceptances being received in respect of APR Energy Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR Energy Shares to which the Offer relates and of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10.

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provisions of the conditions set out Offer and in Appendix Iaddition to Merger Sub’s rights to extend, including:  valid acceptances being received amend or terminate the Offer in respect accordance with the provisions of APR Energy the Merger Agreement and applicable Law, Merger Sub shall not be required to (and Parent shall not be required to) accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act, pay for any validly tendered Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco mayand may delay the acceptance for payment of or, subject to the Coderestrictions referred to above, decidethe payment for, any validly tendered Shares, if (a) of the APR Energy there shall not have been validly tendered (not including any Shares tendered pursuant to which the Offer relates and of the voting rights attached to those APR Energy Shares;  APR Energy guaranteed delivery procedures that were not having agreed to undertake any additional obligations in any amendment actually delivered prior to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment Expiration Date) and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respectsnot validly withdrawn Shares that, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, considered together with its wholly owned subsidiaries all other Shares (if any) shall have acquired beneficially owned by Parent and its Subsidiaries immediately prior to the Expiration Date, represent at least one Share more than 50% of the sum of (x) the total number of Shares outstanding at the time of the expiration of the Offer and (y) the aggregate number of Shares that the Company would be required to issue upon conversion, settlement or agreed exercise of all then outstanding options, benefit plans, obligations or securities convertible or exchangeable into Shares, or other rights to acquire or be issued Shares (including all then outstanding Company Options and Company Convertible Notes (whether then outstanding or for which the conversion date has already occurred, but in any event without duplication) but excluding the Warrants and any portion of the Company Convertible Notes which are required to be settled solely in cash upon conversion pursuant to the Settlement Notices and Indentures) (the “Minimum Condition”), (b) any applicable waiting period (or extension thereof) relating to the Offer under the HSR Act has not expired or otherwisebeen terminated, or any pre-closing approvals or clearances reasonably required thereunder shall not have been obtained, at or prior to the Expiration Date (the “HSR Condition”), or (c) APR Energy Shares which carry more than 50 per cent. in aggregate any of the voting rights then normally exercisable following exists or has occurred and is continuing at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10.Expiration Date:

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction of the conditions set out in Appendix I, including:  • valid acceptances being received in respect of APR Energy Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR Energy Shares to which the Offer relates and of the voting rights attached to those APR Energy Shares;  • APR Energy not having agreed to undertake any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  • as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  • approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  • satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco Xxxxx and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10.

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set out forth in Appendix Ithis Agreement, including:  valid acceptances being received in respect of APR Energy Shares which constitute Merger Sub shall not less than 90 per cent. (or such lower percentage as Bidco maybe required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to the Code, decide) any applicable rules and regulations of the APR Energy SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares to which the Offer relates and promptly after termination or withdrawal of the voting rights attached to those APR Energy Shares;  APR Energy Offer), pay for any Shares validly tendered (and not having agreed to undertake any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (ivalidly withdraw) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer (and not theretofore accepted for payment or otherwisepaid for) APR Energy unless (i) there shall be validly tendered and not validly withdrawn prior to the Expiration Date that number of Shares which carry more than 50 per cent. in aggregate that represents at least a majority of the voting outstanding Shares on a fully diluted basis as of the Expiration Date (assuming the conversion of all outstanding Company Preferred Stock into Shares and further assuming that such fully diluted number of Shares shall not include (A) any outstanding Options, Warrants and other rights then normally exercisable at a general meeting to purchase Shares that are out-of-the-money and (B) any outstanding Restricted Stock Units and Options that remain unvested prior to the Expiration Date and will not vest prior to the Acceptance Time) (such condition, the “Minimum Condition”) and (ii) the waiting period (and any extension thereof) applicable to the consummation of APR Energythe Offer and the Merger under the HSR Act shall have expired or been terminated or shall have expired (such condition, the “Regulatory Condition”). The APR Energy Shares held by Fairfax In addition and ACMnotwithstanding any other provisions of the Offer, but subject to the terms and conditions set forth in this Agreement, Merger Sub shall not be required to, and Parent shall not be required to be transferred cause Merger Sub to, accept for payment or, subject to Bidco as set out in section 14 below, will count for the purpose of satisfaction any applicable rules and regulations of the requirements of SEC, including Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed 14e-1(c) under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the voting rights then normally exercisable Offer), pay for any Shares validly tendered (and not validly withdrawn) pursuant to the Offer (and not theretofore accepted for payment or paid for) if at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for any time on or after the purpose date of the satisfaction commencement of the requirements Offer and prior to the Expiration Date, any of Rule 10.the following events shall occur and be continuing at the Expiration Date:

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provisions of the Offer, but subject to compliance with the terms and conditions set out of that certain Agreement and Plan of Merger, dated as of August 15, 2010 (the “Agreement”) by and among Dell Inc., a Delaware corporation (“Parent”), Dell Trinity Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and 3PAR Inc., a Delaware corporation (the “Company”) (capitalized terms that are used but not otherwise defined in Appendix Ithis Annex A shall have the respective meanings ascribed thereto in the Agreement), including:  valid acceptances being received and in respect addition to (and not in limitation of) the obligations of APR Energy Shares which constitute Acquisition Sub to extend the Offer pursuant to the terms and conditions of the Agreement, Acquisition Sub shall not less than 90 per cent. (or such lower percentage as Bidco maybe required to accept for payment or, subject to the Code, decide) any applicable rules and regulations of the APR Energy SEC (including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Acquisition Sub to pay for or return tendered Company Shares to which the Offer relates and promptly after termination or withdrawal of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake Offer)), pay for any additional obligations Company Shares that are validly tendered in any amendment to accordance with the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment Offer and Waiver not withdrawn prior to the expiration of the Offer in the event that, at or prior to the expiration of the Offer: (A) any waiting period (and extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act shall not caused have expired or been terminated, and any clearances, consents, approvals, orders and authorizations of Governmental Authorities required by APR Energythe Antitrust Laws of the jurisdictions set forth in Schedule A-1 to this Annex A shall not have been obtained and/or any waiting periods (and extensions thereof) applicable to the transactions contemplated by this Agreement under the Antitrust Laws of the jurisdictions set forth in Schedule A-1 to this Annex A shall not have expired or been terminated (collectively, the “Antitrust Approvals”); (B) the Minimum Condition shall not have been satisfied; or (iiC) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry shall have occurred and continue to exist as of any period of time. The Offer will lapse 60 days after immediately prior to the publication expiration of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10.Offer:

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provision of the conditions set out in Appendix IOffer, including:  valid acceptances being received in respect of APR Energy Shares which constitute Merger Sub shall not less than 90 per cent. (or such lower percentage as Bidco maybe required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to the Code, decide) any applicable rules and regulations of the APR Energy SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered shares of Common Stock promptly after termination or withdrawal of the Offer), pay, and (subject to any such rules or regulations) may, to the extent expressly permitted by this Agreement, delay the acceptance for payment for, or the payment for, any shares of Common Stock validly tendered and not properly withdrawn, and, to the extent permitted by this Agreement, may amend or terminate the Offer if: (a) there shall not have been validly tendered and not properly withdrawn on or prior to the Expiration Date the number of shares of Common Stock which, when taken together with the shares of Common Stock, if any, beneficially owned by Parent, Merger Sub or any of their affiliates, represents at least a majority of the total outstanding shares of Common Stock immediately prior to the Acceptance Date ((i) assuming the issuance of all shares of Common Stock (other than the Top-Up Option Shares and any shares of Common Stock reserved for issuance pursuant to the Rights) upon the exercise, conversion or exchange of all outstanding options, warrants, convertible or exchangeable securities and similar rights; provided, that only such outstanding options that vest on or before December 31, 2010 shall be included for this calculation but regardless of the conversion or exercise price or other terms and conditions thereof, and (ii) excluding shares of Common Stock tendered in the Offer pursuant to guaranteed delivery procedures as to which the Offer relates and delivery has not been completed as of the voting rights attached to those APR Energy Sharesapplicable time) (the “Minimum Condition”);  APR Energy (b) all applicable waiting periods under any applicable Antitrust Laws shall not having agreed to undertake have expired or been earlier terminated or (c) at any additional obligations in any amendment to the Credit Agreement that would remain effective time after the date on which of this Agreement and before the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respectsExpiration Date, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; following events shall occur and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms be continuing as of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10.Expiration Date:

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provisions of the Offer, but subject to the terms and conditions set out forth in Appendix Ithis Agreement, including:  valid acceptances being received in respect of APR Energy Shares which constitute Merger Sub shall not less than 90 per cent. (or such lower percentage as Bidco maybe required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to the Code, decide) any applicable rules and regulations of the APR Energy SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares to which the Offer relates and promptly after termination or withdrawal of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake Offer), pay for any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether Shares tendered pursuant to the Offer (and not theretofore accepted for payment or otherwisepaid for) APR Energy unless (i) there shall be validly tendered and not withdrawn prior to the Expiration Date that number of Shares which carry more than 50 per cent. in aggregate that represents at least a majority of the voting outstanding shares of Common Stock on a fully diluted basis as of the Expiration Date (assuming the issuance of all shares of Common Stock issuable upon the exercise of all outstanding Company Stock Options, Company SARs, warrants and other rights then normally exercisable at to purchase shares of Common Stock) (such condition, the “Minimum Condition”) and (ii) (a) the waiting period (and any extension thereof) applicable to the consummation of the Offer and the Merger under the HSR Act shall have expired or been terminated (such condition, the “HSR Condition”) and (b) (x) CFIUS shall have issued a general meeting letter to the Parties pursuant to 31 C.F.R. part 800, subpart D, stating a determination that either (A) it has determined that the transactions contemplated by the Agreement are not “covered transactions” under Section 721 or (B) there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and action under Section 721 is therefore concluded or (y) CFIUS shall have recommended that the President prohibit the transactions contemplated by this Agreement and the President shall have rejected such recommendation of APR EnergyCFIUS and shall have announced, pursuant to clause (d) of Section 721, a decision not to exercise authority under Section 721 with respect to such transactions (such condition, together with the HSR Condition, the “Regulatory Conditions”). The APR Energy Shares held by Fairfax and ACMIn addition, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction notwithstanding any other provisions of the requirements Offer, but subject to the terms and conditions set forth in this Agreement, Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed 14e-1(c) under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered Shares promptly after termination or withdrawal of the voting rights then normally exercisable Offer), pay for any Shares tendered pursuant to the Offer (and not theretofore accepted for payment or paid for) if at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for any time on or after the purpose date of the satisfaction commencement of the requirements Offer and prior to the Expiration Date, any of Rule 10.the following events shall occur and be continuing at the then scheduled Expiration Date:

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other term of the conditions set out in Appendix IOffer or this Agreement, including:  valid acceptances being received in respect of APR Energy Shares which constitute Merger Sub shall not less than 90 per cent. (or such lower percentage as Bidco maybe required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to the Code, decide) any applicable rules and regulations of the APR Energy Shares SEC, including Rule 14e-1(c) under the Exchange Act (relating to which Merger Sub’s obligation to pay for or return tendered shares of Company Common Stock promptly after the Offer relates and termination or withdrawal of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake Offer), pay for any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence shares of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether Company Common Stock tendered pursuant to the Offer or otherwiseif: (a) APR Energy Shares which carry more than 50 per cent. there shall not have been validly tendered (excluding any such shares tendered pursuant to guaranteed delivery procedures that have not been delivered in aggregate settlement of such guarantee) and not validly withdrawn prior to the expiration of the voting rights then normally exercisable at Offer a general meeting number of APR Energy. The APR Energy Shares held shares of Company Common Stock that, when added to (without duplication of shares) the number of shares of Company Common Stock owned by Fairfax Parent and ACM, and its Subsidiaries as of immediately prior to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction expiration of the requirements of Rule 10. These APR Energy Shares will, when combined with Offer (and after the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate consummation of the Stock Purchase Agreement Transaction), represent at least a majority in voting rights then normally exercisable at a general meeting power of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for (without duplication of shares) (x) the purpose outstanding shares of Company Common Stock as of immediately prior to the expiration of the satisfaction Offer (and after the consummation of the requirements Stock Purchase Agreement Transactions), plus (y) the aggregate number of Rule 10.shares of Company Common Stock issuable to holders of Company Options from which the Company or its representatives have received notices of exercise prior to the expiration of the Offer (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Options) (the foregoing clause (a), the “Minimum Tender Condition”); (b) any approval required under any applicable Antitrust Law with respect of the consummation of the Offer and the consummation of the Merger shall not have been obtained, (c) the Stock Purchase Agreement shall not be in full force and effect (the “Stock Purchase Agreement Condition”); or (d) any of the following conditions shall have occurred and be continuing as of the expiration of the Offer:

CONDITIONS TO THE OFFER. The Offer will be conditional is conditioned upon the satisfaction or waiver (to the extent permitted by applicable law) of the following conditions set out (each, an “Offer Condition”): • There shall have been validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares that would represent at least a majority of Shares outstanding, excluding Shares that are owned as of the date of the commencement of the Offer by Nanosphere or any direct or indirect wholly-owned subsidiary of Nanosphere and excluding any Shares tendered by notice of guaranteed delivery but not actually delivered to the Depositary prior to the Expiration Time (the “Minimum Condition”). • At the time of expiration of the Offer or immediately prior to payment for Shares tendered pursuant to the Offer: • no order issued by a governmental authority, or any applicable law is in Appendix Ieffect that would (1) make the Offer or the Merger illegal, including:  valid acceptances being received in respect (2) otherwise prevent the consummation of APR Energy Shares which constitute not less than 90 per cent. the Offer or closing of the Merger or (3) impose any limitations on the ownership or operation by Luminex (or such lower percentage Table of Contents any of its subsidiaries) of all or any portion of the businesses or assets of Luminex, Nanosphere or any of their respective subsidiaries, or to compel Luminex, Nanosphere or any of their respective subsidiaries to dispose of or hold separate any portion of the businesses or assets of Luminex, Nanosphere or any of their respective subsidiaries (the “No Order Condition”); • any applicable waiting period (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act Antitrust Improvements Act of 1976 (the “HSR Act”) applicable to the transactions contemplated by the Merger Agreement has not expired or been terminated (the “HSR Condition”); • no proceeding has been commenced and is pending by any United States federal or state or foreign governmental authority of competent jurisdiction seeking an order that would have any of the effects referred to in the No Order Condition; • no Company Material Adverse Effect (as Bidco maydefined in Section 11 — “Purpose of the Offer and Plans for Nanosphere; Merger Agreement and Other Agreements”) has occurred following the date of the Merger Agreement; • the representations and warranties made by Nanosphere in the Merger Agreement shall be accurate, subject to the Code, decide) of materiality and other qualifications set forth in the APR Energy Shares Merger Agreement (the “Representations Condition”); • Nanosphere has not failed to which the Offer relates and of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake any additional obligations perform in any amendment material respect any obligation or comply in any material respect with any of its agreements and covenants under the Merger Agreement prior to such time (the Credit Agreement that would remain effective after “Covenants Condition”); • Xxxxxxxxxx has delivered to Luminex a certificate signed by a Nanosphere senior executive officer dated the date on which the Offer becomes expires certifying that the Representations Condition and the Covenants Condition have been satisfied; or is declared unconditional • the Merger Agreement has not been terminated in all respects (other than accordance with its terms. The foregoing conditions are in addition to, and not a limitation of, the rights of Purchaser to extend, terminate, amend and/or modify the Offer pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment Merger Agreement. As noted above, for purposes of the Merger Agreement, including the Minimum Condition, Shares subject to notices of guaranteed delivery will not be considered to be validly tendered in the Offer unless and Waiver until such Shares are actually delivered to the Depositary. Subject to the applicable rules and regulations of the SEC, we expressly reserve the right (but are not obligated), at any time and from time to time, in our sole discretion, to waive any Offer Condition or modify the terms of the Offer, except that, without Nanosphere’s prior written consent, we cannot (a) reduce the number of Shares subject to the Offer, (b) reduce the Offer Price, (c) modify or waive the Minimum Condition, (d) add to the Offer Conditions or otherwise modify any Offer Condition in a manner adverse to the holders of Shares, (e) extend the Offer except as required or permitted by certain provisions of the Merger Agreement not caused by APR Energy; or (iif) any event change the form of consideration payable in the Offer. In addition, without Nanosphere’s written consent, we may not caused by or directly related extend the Offer, and without Luminex’s prior written consent, Nanosphere cannot require us to APR Energy that could lead to a Default under extend the Credit Offer, in each case beyond the earlier of the Outside Date and the termination of the Merger Agreement. APR Energy intends If we extend the Offer, such extension will extend the time that you will have to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential tender (or actual Default withdraw) your Shares. The failure by Luminex, Purchaser or any relevant fact of Luminex’s or circumstance that could permit the Required Lenders or the Administrative Agent Purchaser’s affiliates at any time to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry foregoing rights shall not be deemed a waiver of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Coderight, the Offer will waiver of any such right with respect to particular facts and circumstances shall not become or be declared unconditional as deemed a waiver with respect to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) any other facts and circumstances and each such right shall have acquired or agreed be deemed an ongoing right that may be asserted at any time and from time to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10time.

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other term of the conditions set out in Appendix IOffer or this Agreement, including:  valid acceptances being received in respect of APR Energy Shares which constitute Sub shall not less than 90 per cent. (or such lower percentage as Bidco maybe required to, and Parent shall not be required to cause Sub to, accept for payment or, subject to the Code, decide) any applicable rules and regulations of the APR Energy Shares SEC, including Rule 14e-1(c) under the Exchange Act (relating to which Sub's obligation to pay for or return tendered shares of Company Common Stock promptly after the Offer relates and termination or withdrawal of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake Offer), pay for any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence shares of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether Company Common Stock tendered pursuant to the Offer or otherwiseif: (a) APR Energy Shares which carry more than 50 per cent. in aggregate there shall not have been validly tendered and not validly withdrawn prior to the expiration of the voting rights then normally exercisable Offer a number of shares of Company Common Stock (1) that, when added to (without duplication of shares) the number of shares of Company Common Stock owned by Parent and its Subsidiaries as of immediately prior to the expiration of the Offer, represent at least a general meeting majority of APR Energy. The APR Energy Shares held the shares of Company Common Stock outstanding as of immediately prior to the expiration of the Offer and (2) that, when added to (without duplication of shares) the number of shares of Company Common Stock owned by Fairfax Parent and ACMits Subsidiaries as of immediately prior to the expiration of the Offer plus the number of shares of Company Common Stock to be purchased by Sub pursuant to the Top-Up, represent at least one more share than 90% of (without duplication) (x) the outstanding shares of Company Common Stock as of immediately prior to the expiration of the Offer, plus (y) the aggregate number of shares of Company Common Stock issuable to holders of Company Equity Awards from which the Company or its Representatives have received notices of exercise prior to the expiration of the Offer (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Equity Awards), plus (z) the number of shares of Company Common Stock to be purchased by Sub under the Top-Up (the foregoing (a)(1) and (a)(2), collectively, the "Minimum Tender Condition", and such number of shares equal to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction sum of the requirements shares described in the preceding clauses (x) through (z), the "Fully Diluted Share Number"); (b) the waiting period applicable to the purchase of Rule 10. These APR Energy Shares will, when combined with shares of Company Common Stock pursuant to the APR Energy Shares committed Offer and the consummation of the Merger under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate HSR Act (or any extension thereof) shall have neither expired nor terminated; (c) any approval required under any applicable Foreign Merger Control Law with respect of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose consummation of the satisfaction Offer and the consummation of the requirements Merger shall not have been obtained, (d) any of Rule 10.the Bank Approvals shall not have been obtained and/or shall not be in full force and effect; (e) Parent (either directly or through Sub or the Company) shall not have received the proceeds of the Debt Financing (or any Alternative Debt Financing) and/or the lenders party to the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing) shall not have confirmed to Parent and Sub that the Debt Financing (or any Alternative Debt Financing) in an amount sufficient to consummate the Offer and the Merger will be available at the Offer Closing on the terms and conditions set forth in the Debt Commitment Letter (or New Debt Commitment Letter for any Alternative Debt Financing) ("Financing Proceeds Condition"); or (f) any of the following conditions shall have occurred and be continuing as of the expiration of the Offer:

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provision of the conditions set out in Appendix IOffer, including:  valid acceptances being received in respect of APR Energy Shares which constitute Merger Sub shall not less than 90 per cent. (or such lower percentage as Bidco maybe required to, and Parent shall not be required to cause Merger Sub to, accept for payment or, subject to the Code, decide) any applicable rules and regulations of the APR Energy Shares SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered shares of Common Stock promptly after termination or withdrawal of the Offer), pay, and (subject to any such rules or regulations) may, to the extent expressly permitted by this Agreement, delay the acceptance for payment for, or the payment for, any shares of Common Stock validly tendered and not properly withdrawn, and, to the extent permitted by this Agreement, may amend or terminate the Offer if: (a) there shall not have been validly tendered and not properly withdrawn on or prior to the Expiration Date the number of shares of Common Stock which, when taken together with the shares of Common Stock, if any, beneficially owned by Parent, Merger Sub or any of their affiliates, represents at least 66 2/3% of the total outstanding shares of Common Stock ((i) assuming the issuance of all shares of Common Stock (other than the Top-Up Option Shares) upon the exercise, conversion or exchange of all outstanding options, warrants, convertible or exchangeable securities and similar rights; provided, that only such outstanding options that vest on or before December 31, 2010 shall be included for this calculation but regardless of the conversion or exercise price or other terms and conditions thereof, and (ii) excluding shares of Common Stock tendered in the Offer pursuant to guaranteed delivery procedures as to which the Offer relates and delivery has not been completed as of the voting rights attached to those APR Energy Sharesapplicable time) (“Minimum Condition”);  APR Energy (b) all applicable waiting periods under any applicable Antitrust Laws shall not having agreed to undertake have expired or been earlier terminated; (c) any additional obligations in of the Amended License Agreement or the Tender Agreements have been amended, modified, cancelled, terminated, breached or repudiated by any amendment to the Credit Agreement that would remain effective party thereto (other than Parent or Merger Sub) or (d) at any time after the date on which of this Agreement and before the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respectsExpiration Date, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; following events shall occur and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms be continuing as of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10.Expiration Date:

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provision of the conditions set out in Appendix I, including:  valid acceptances being received in respect of APR Energy Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco mayOffer, subject to the Code, decide) terms of the APR Energy Shares Agreement, Merger Sub shall not be required to which accept for exchange or exchange or deliver any shares of Manpower Common Stock for (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub’s obligation to pay for or return tendered shares of Company Common Stock after the termination or withdrawal of the Offer)) any shares of Company Common Stock tendered, if by the Appointment Time, (1) the Minimum Condition shall not have been satisfied, (2) the applicable waiting period under the HSR Act shall not have expired or been terminated or the applicable waiting periods, consents or clearances under the antitrust or competition Laws of any other jurisdiction shall not have expired, been terminated or been obtained, (3) the Registration Statement shall not have become effective under the Securities Act or shall be the subject of any stop order or proceedings seeking a stop order, (4) the shares of Manpower Common Stock to be issued in the Offer relates and of the voting rights attached to those APR Energy Shares;  APR Energy Merger shall not having agreed to undertake any additional obligations in any amendment to have been approved for listing on the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit AgreementNYSE, subject to certain exceptions;  approval official notice of issuance, and shall not be exempt from such requirement under then applicable laws, regulations and rules of the Management Arrangements NYSE, (5) Manpower shall not have received (or Manpower shall have received and Xxxxxxx & Xxxx, S.C. shall have subsequently rescinded) an opinion of Xxxxxxx & Xxxx, S.C., in form and substance reasonably satisfactory to Manpower, on the basis of reasonable and customary representations and assumptions set forth in such opinion or in a certificate delivered by an officer of the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of BidcoCompany or Manpower, and assuming that the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default Merger will occur under the Credit terms set forth in this Agreement. APR Energy intends , to inform Bidco and the Joint Bidders if it enters into any discussions with effect that the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit Transaction will be treated for federal income tax purposes as a reorganization within the Required Lenders or the Administrative Agent to exercise any right under section 10.2 meaning of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agreeSection 368(a) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, (6) the Offer will Company shall not become have received (or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) the Company shall have acquired received and Xxxxxx Xxxxxxxx LLP, shall have subsequently rescinded) an opinion of Xxxxxx Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Company, on the basis of reasonable and customary representations and assumptions set forth in such opinion or agreed in a certificate delivered by an officer of the Company or Manpower, and assuming that the Merger will occur under the terms set forth in this Agreement, to acquire the effect that the Transaction will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, or (whether 7) at any time on or after the date of the Agreement and prior to the acceptance for exchange of shares of Company Common Stock pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate Offer, any of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax following conditions exist and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10.are continuing:

CONDITIONS TO THE OFFER. The Offer will be conditional upon If all such conditions are not satisfied prior to the satisfaction Expiration Date, Purchaser reserves the right (but is not obligated) to (i) decline to purchase any of the conditions set out in Appendix I, including:  valid acceptances being received in respect of APR Energy Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco maytendered and terminate the Offer, subject to the Code, decide) terms of the APR Energy Merger Agreement, (ii) waive any of the conditions to the Offer to the extent permitted by applicable law and the provisions of the Merger Agreement, and, subject to complying with applicable rules and regulations of the SEC, purchase all Shares validly tendered, (iii) subject to the terms of the Merger Agreement, extend the Offer or (iv) subject to the terms of the Merger Agreement, amend the Offer. Subject to the terms of the Merger Agreement, Purchaser may (i) extend the period of time during which the Offer relates is open and of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidcothereby delay acceptance for payment of, and the Joint Bidders intend payment for, any Shares, by giving oral or written notice of such extension to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; Depositary or (ii) any event not caused amend the Offer by giving oral or directly related written notice of such amendment to APR Energy that could lead to a Default under the Credit AgreementDepositary. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential Any extension, amendment or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication termination of the Offer Document (or such will be followed as promptly as practicable by public announcement thereof, the announcement in the case of an extension to be issued no later date as than 9:00 a.m., New York City time, on the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional next business day after the previously scheduled Expiration Date in all respects. In order to comply accordance with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the public announcement requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed 14d-4(d) under the irrevocable undertakings further described at section 15 belowExchange Act. Without limiting the obligation of Purchaser under such Rule or the manner in which Purchaser may choose to make any public announcement, those shares represent 52.9 per centPurchaser currently intends to make announcements by issuing a press release to the Dow Xxxxx News Service. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLAUNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE TO BE PAID BY PURCHASER FOR THE SHARES, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other provision of the Offer, and subject to the terms of the Merger Agreement and any applicable rules and regulations of the Commission, including Rule 14e-1(c) relating to Purchaser's obligation to pay for or return tendered shares after termination of the Offer, Parent and Purchaser will not be required to accept for payment or pay for any Shares tendered pursuant to the Offer and may delay acceptance for payment or may terminate the Offer, if the Minimum Condition is not satisfied by the Expiration Date or waived by Purchaser (after consultation with the Special Committee), if any applicable waiting period under the HSR Act has not expired or terminated by the Expiration Date or if any applicable waiting period with respect to the environmental disclosure report required to be filed with the Office of Environmental Quality Control of the State of Hawaii (the "OEQC") has not expired or terminated by the Expiration Date, or if, at any time after the date of the Merger Agreement and before the Expiration Date any of the following events shall occur and be continuing: - there shall be any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated or deemed applicable to the Offer or the Merger, including any State of Hawaii environmental statute, pursuant to an authoritative interpretation by or on behalf of a Governmental Entity that (i) prohibits the acquisition by Parent or Purchaser of any Shares under the Offer, or restrains or prohibits the making or consummation of the Offer or the Merger, (ii) prohibits or materially limits the ownership or operation by the Company, Parent or any of their respective subsidiaries of a material portion of the business or assets of the Company, Parent or any of their respective subsidiaries or compels the Company, Parent or any of their respective subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, Parent or any of their respective subsidiaries, in each case as a result of the Offer or the Merger or (iii) imposes material limitations on the ability of Parent or Purchaser to acquire or hold, or exercise full rights of ownership of, any Shares to be accepted for payment pursuant to the Offer including, without limitation, the right to vote such Shares on all matters properly presented to the shareholders of the Company or (iv) prohibits Parent or any of its subsidiaries from effectively controlling in any material respect any material portion of the business or operations of the Company, Parent or any of their respective subsidiaries, taken as a whole; or - any of the representations and warranties of the Company contained in the Merger Agreement shall not be true and correct in all material respects at and as of the date of consummation of the Offer (except to the extent such representations and warranties speak to an earlier date), as if made at and as of the date of consummation of the Offer, in each case except as contemplated or permitted by the Merger Agreement and with respect to any representations or warranties not qualified by a "Material Adverse Effect," (as defined in the Merger Agreement) unless the inaccuracies under all such representations and warranties, taking all the inaccuracies under such representations and warranties together in their entirety, do not individually or in the aggregate, result in a Material Adverse Effect on the Company; or - the Company shall have failed to perform in all material respects the obligations required to be performed by it under the Merger Agreement at or prior to the Expiration Date, including but not limited to its obligations pursuant to Section 7.7 of the Merger Agreement, except for such failures to perform as have not had or would not, individually or in the aggregate, have a Material Adverse Effect (as defined in the Merger Agreement) with respect to the Company or materially adversely affect the ability of the Company to consummate the Merger or the Purchaser to accept for payment or pay for Shares pursuant to the Offer; or - the Special Committee and/or Company Board shall have (i) withdrawn, modified or amended in any respect adverse to Parent or Purchaser its approval or recommendation of the Merger Agreement, the Offer or the Merger, (ii) recommended or approved any Transaction Proposal from a person other than Parent, Purchaser or any of their respective affiliates, or (iii) resolved to do any of the foregoing; or - the Merger Agreement shall have been terminated in accordance with its terms; or - the Company shall have entered into a definitive agreement or agreement in principle with any person with respect to a Transaction Proposal or similar business combination with the Company or any of its subsidiaries, which in the reasonable judgment of Parent or Purchaser in any such case, and regardless of the circumstances giving rise to such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment; or - the lenders of Parent and Xxxxxxxxx refuse to advance funds pursuant to their commitments in an amount sufficient to pay the Merger Consideration. The foregoing conditions set out in Appendix I, including:  valid acceptances being received in respect (other than the Minimum Condition) are for the sole benefit of APR Energy Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco maythe Parent and Purchaser and, subject to the CodeMerger Agreement, decide) may be waived by Parent or Purchaser, in whole or in part at any time and from time to time, in the sole discretion of Parent or Purchaser; provided that, without the express written consent of the APR Energy Shares to which Company, neither Parent nor Purchaser may waive the Offer relates and Minimum Condition if after the waiver Purchaser would own less than a majority of the voting rights attached to those APR Energy Shares;  APR Energy not having . In addition, Purchaser has agreed to undertake consult the Special Committee before taking any additional obligations in any amendment action to waive the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement. APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time. The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects. In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10Minimum Condition.

CONDITIONS TO THE OFFER. The Offer will be conditional upon the satisfaction Notwithstanding any other terms or provisions of the conditions set out in Appendix IOffer or the Merger Agreement, including:  valid acceptances being received in respect of APR Energy Shares which constitute we will not less than 90 per cent. (be required to accept for payment, or such lower percentage as Bidco may, subject to the Code, decide) rules and regulations of the APR Energy SEC, including Rule 14e-1(c) under the Exchange Act (relating to our obligation to pay for or return tendered Shares to which the Offer relates and promptly after termination or withdrawal of the voting rights attached to those APR Energy Shares;  APR Energy not having agreed to undertake any additional obligations in any amendment Offer), pay for, and may to the Credit Agreement that would remain effective after extent permitted by the date on which the Offer becomes Merger Agreement, delay acceptance or is declared unconditional in all respects (other than payment of or for, any Shares tendered pursuant to the Amendment Offer if: · prior to the Expiration Time, the Minimum Condition shall not have been satisfied; · the representations and Waiver warranties of FFE regarding its organization and power, corporate authorization, non-contravention, capitalization, voting, absence of certain changes, Rights Agreement);  as at a closing date on which the Offer must lapse unless it is declared unconditional , takeover statutes and brokers were not true and correct in all respects, there not being any Default under the Credit Agreement material respects as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by date of the Independent Shareholders at Merger Agreement or are not true and correct in all material respects as of the General Meeting; Expiration Time as if made on and  satisfaction as of those other conditions listed in Appendix I. Each such Expiration Time (it being understood that for purposes of Bidcodetermining the accuracy of such representations and warranties, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment all FFE Material Adverse Effect and Waiver Agreement not caused by APR Energy; or other materiality qualifications in such representations and warranties shall be disregarded, and (ii) any event update of or modification to the FFE disclosure letter provided to Purchaser made after the date of the Merger Agreement shall be disregarded); · the other representations and warranties of FFE set forth in the Merger Agreement were not caused by true and correct in all respects as of the date of the Merger Agreement or directly related are not true and correct in all respects at and as of the Expiration Time as if made on and as of such Expiration Time, except as would not (in the aggregate) reasonably be expected to APR Energy have an FFE Material Adverse Effect (it being understood that, for purposes of determining the accuracy of such representations and warranties, (i) all FFE Material Adverse Effect qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded, and (ii) any update of or modification to the FFE disclosure letter provided to Purchaser made after the date of the Merger Agreement shall be disregarded, and (iii) the truth and correctness of those representations or warranties that could lead address matters only as of a specific date shall be measured only as of such date); · FFE has materially breached or failed to a Default comply in all material respects with all covenants and obligations it is required to comply with or to perform under the Credit Agreement. APR Energy intends Merger Agreement prior to inform Bidco and the Joint Bidders Expiration Time; · the waiting period, if it enters into any discussions with any, applicable to the Lenders in relation offer under the Xxxx-Xxxxx Xxxxxx Act shall have failed to any potential expire or actual Default or any relevant fact or circumstance that could permit otherwise not have been terminated; · since the Required Lenders or the Administrative Agent to exercise any right under section 10.2 date of the Credit Agreement following Merger Agreement, there shall have occurred and be continuing an FFE Material Adverse Effect or an event shall have occurred or circumstances exist that, in combination with any relevant cure period other events or expiry circumstances, could reasonably be expected to have or result in an FFE Material Adverse Effect; · there should have been issued by any court of competent jurisdiction or remain in effect any period of time. The Offer will lapse 60 days after temporary restraining order, preliminary or permanent injunction or other order preventing the publication consummation of the Offer Document (or such later date as the UK Panel may agree) if it has not become Merger or been declared wholly unconditional as to acceptancesan action is taken, oror any applicable law or order promulgated, if having become entered, enforced, enacted or been declared wholly unconditional as to acceptancesissued by any governmental authority which directly or indirectly prohibits, it has not become or been declared wholly unconditional in all respects. In order to comply with makes illegal, the obligations set out in Rule 10 acceptance for payment of or payment for Shares or the consummation of the Code, Offer or the Merger; · there shall be pending or threatened in writing by a governmental authority any litigation which (i) challenges or seeks to prohibit or restrain the consummation of the Offer will not become or be declared unconditional as the Merger, (ii) seeks to acceptances unless Bidcorestrain or prohibit Purchaser’s or its affiliates’ ownership or operation of the business of FFE, together with or of Purchaser’s control persons or its wholly owned subsidiaries affiliates, or to compel Purchaser or any of its affiliates to dispose of or hold separate all or any material portion of the business or assets of FFE or of Purchaser or its affiliates, (if anyiii) shall have acquired seeks to impose or agreed confirm material limitations on the ability of Purchaser or any of its affiliates to acquire effectively exercise full rights of ownership of the Shares, or (whether pursuant iv) relates to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. Merger or any transactions contemplated therein and seeks to obtain from us, Merger Sub, or FFE or their affiliates any damages or other relief in aggregate excess of available insurance and such excess damages or other relief, when added to any judgments in or settlements of legal proceedings pending against FFE since the date of the voting rights then normally exercisable at Merger Agreement in excess of the aggregate amounts reserved for said judgments and/or settled claims on FFE’s and its subsidiaries’ reserve reports as of June 30, 2013, exceed $750,000 in the aggregate; · there shall be pending any litigation relating to the Offer, Merger, or any of the other transactions contemplated herein that assert claims for damages payable by us, Merger Sub, or FFE or any of their affiliates, directly or indirectly, that could reasonably be expected to result in a general meeting reasonable risk of APR Energydamages in excess of available insurance; · FFE shall not have provided Purchaser with a certificate, signed by an executive officer of FFE on behalf of FFE, to the effect that, as of such date, the second, third, fourth and sixth conditions described above have been satisfied; · the following plans and agreements will not have been frozen or additional awards made thereunder: 1994 Incentive Bonus Plan, 2005 Non-Employee Director Restricted Stock Plan, Amended 2005 Executive Cash Bonus Plan, 2005 Stock Incentive Plan, Restated Wrap Plan, and the Discretionary Bonus Plan; and that the following plans and agreements have not been terminated: 1995 Non-Employee Director Stock Option Plan, 1992 Incentive and Non-Statutory Stock Option Plan, 1999 Executive Bonus and Phantom Stock Plan, Employee Stock Option Plan, 2002 Incentive and Nonstatutory Option Plan, Amended 2005 Executive Bonus and Restricted Stock Plan, Management Phantom Stock Plan, Executive Bonus and Phantom Stock Plan, Supplemental Executive Retirement Plan, and 1993 Supplemental Executive Retirement Plan; · FFE’s Rights Agreement is not amended to exclude the transactions contemplated hereunder; · any shareholder signing Tender and Voting Agreements with us shall breach the provisions thereof and such breach, if capable of being cured, shall not have been cured by or before three (3) business days prior to the Expiration Time; · the Merger Agreement is validly terminated in accordance with its terms; or · there shall have been judgments in or settlements of legal proceedings pending against FFE, in the aggregate in excess of $750,000 greater than the aggregate amounts reserved for said judgments and/or settled claims by the Company and its Subsidiaries as of June 30, 2013. The APR Energy Shares held foregoing conditions are for our sole benefit and may be waived by Fairfax us, in whole or in part at any time and ACMfrom time to time, in our sole discretion prior to the expiration of the Offer, and to be transferred to Bidco as set out in section 14 below, will count all conditions (except for the purpose of satisfaction Minimum Condition) may be waived by or us in our sole discretion in whole or in part at any applicable time or from time to time, in each case subject to the terms and conditions of the requirements of Rule 10. These APR Energy Shares will, when combined with Merger Agreement and the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate applicable rules and regulations of the voting SEC. Our failure at any time to exercise any of the foregoing rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose be deemed a waiver of the satisfaction of the requirements of Rule 10any such right and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.

CONDITIONS TO THE OFFER. The following describes all of the conditions to the Offer, and the Offer will be conditional upon is expressly conditioned on the satisfaction of these conditions. The following description does not purport to replicate the conditions set out exact wording contained in Appendix Ithe Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, including:  valid acceptances being received a copy of which is filed as an exhibit to the Tender Offer Statement on Schedule TO that has been filed with the Securities and Exchange Commission by the Purchaser and BEI in respect connection with the Offer, and is incorporated in this Offer to Purchase by reference. The Merger Agreement may be examined, and copies obtained, by following the procedures described in Section 9 (Certain Information Concerning OpticNet) of APR Energy Shares which constitute this Offer to Purchase. The Merger Agreement provides that the Purchaser is not less than 90 per cent. required to accept for payment, or (subject to any applicable rule or such lower percentage as Bidco mayregulation of the Securities and Exchange Commission) pay for, and may delay the acceptance for payment of, or (subject to any applicable rule or regulation of the Securities and Exchange Commission) the payment for, any tendered shares of OpticNet common stock, and (subject to the Code, decide) terms of the APR Energy Shares to which Merger Agreement) may terminate the Offer relates and on any scheduled Expiration Date of the voting rights attached Offer and not accept for payment any tendered shares of OpticNet common stock, if (i) there has been validly tendered in accordance with the terms of the offer and not withdrawn prior to those APR Energy Shares;  APR Energy midnight, New York City time, on the Expiration Date of the offer, shares of OpticNet common stock that, together with any shares of OpticNet common stock then owned by BEI or any wholly owned subsidiary of BEI (including the Purchaser), represent greater than 80% of the "Adjusted Outstanding Share Number," which is defined in the Merger Agreement as the sum of all then-outstanding shares of OpticNet common stock, plus, at the election of BEI, an additional number of shares of OpticNet common stock up to but not having agreed exceeding the aggregate number of shares of OpticNet common stock issuable upon the exercise of any outstanding option, warrant or other right to undertake acquire capital stock of OpticNet, or upon the conversion of any additional obligations in security convertible into capital stock of OpticNet or (ii) any amendment of the following conditions shall not have been satisfied prior to the Credit Expiration Date of the Offer: - any waiting period under any applicable antitrust or competition law or regulation or other legal requirement shall have expired or been terminated, and any consent required under any applicable antitrust or competition law or regulation or other legal requirement shall have been obtained; - each of the representations and warranties of OpticNet contained in the Merger Agreement that would remain effective after shall have been accurate in all material respects as of the date on which of the Offer becomes Merger Agreement (except that any representation or is declared unconditional warranty that, by its express terms, speaks only as of an earlier date need only have been accurate as of such earlier date); except that, for purposes of determining the accuracy of such representations and warranties as of the date of the Merger Agreement (or any applicable earlier date), all materiality qualifications contained in such representations and warranties shall be disregarded; - each of the representations and warranties of OpticNet contained in the Merger Agreement shall be accurate in all respects as of the Offer Expiration Date as if made on and as of the Offer Expiration Date (except that any representation or warranty that, by its express terms, speaks only as of an earlier date need only have been accurate as of such earlier date); except that the inaccuracies in such representations and warranties shall be disregarded for purposes of this condition if all such inaccuracies and the circumstances giving rise thereto, considered collectively, have not had and could not reasonably be expected to have or constitute a material adverse effect on the business, operations, capitalization, assets, liabilities or prospects of OpticNet (together with the previous condition, the "Accuracy Conditions"); - each covenant or obligation that OpticNet is required to comply with or to perform at or prior to the Acceptance Date has been complied with and performed in all material respects (the "Covenant Condition"); - all material consents required to be obtained in connection with the Offer, the Merger and each of the other than transactions contemplated by the Merger Agreement shall have been obtained and shall be in full force and effect (the "Consent Condition"); - BEI and OpticNet have received a certificate executed by the Chief Executive Officer and Chief Financial Officer of OpticNet confirming that the Accuracy Conditions, the Covenant Condition, the Consent Condition, the Legality Condition (as defined below) and the Legal Proceeding Condition (as defined below) have been duly satisfied, which certificate shall be in full force and effect; - no temporary restraining order, preliminary or permanent injunction or other order preventing the purchase of or payment for shares of OpticNet common stock pursuant to the Amendment Offer, or preventing completion of the Merger or any of the other transactions contemplated by the Merger Agreement, shall have been issued by any court of competent jurisdiction and Waiver remain in effect, and there is not any legal requirement enacted or deemed applicable to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement that makes the purchase of or payment for shares of OpticNet common stock pursuant to the Offer, or the completion of the Merger or any of the other transactions contemplated by the Merger Agreement, illegal (the "Legality Condition");  as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, - there shall not being be pending or overtly threatened any Default under the Credit Agreement as a consequence of which the Lenders are legal proceeding by or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;  approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and  satisfaction of those other conditions listed in Appendix I. Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware ofbefore any governmental body: (i) any breach challenging or seeking to restrain or prohibit the purchase of terms or payment for shares of OpticNet common stock pursuant to the Offer, or the completion of the Amendment Merger or any of the other transactions contemplated by the Merger Agreement; (ii) relating to the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement and Waiver Agreement seeking to obtain from BEI or OpticNet any damages or other relief that may be material to BEI or OpticNet; (iii) seeking to prohibit or limit in any material respect BEI's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of OpticNet; (iv) that could materially and adversely affect the right of BEI or OpticNet to own the assets or operate the business of OpticNet (the "Legal Proceeding Condition"); and - there shall not caused have occurred: (i) a declaration by APR Energya governmental body of a banking moratorium in the United States or any suspension of payments in respect of banks in the United States, which declaration or suspension is continuing; or (ii) a war, armed hostilities, an act of terrorism or any event not caused by other international or national calamity directly related or indirectly involving the United States, which is (or whose effects are) continuing, which in any case in the good faith judgment of BEI would make it inadvisable to APR Energy that could lead to a Default under proceed with the Credit AgreementOffer or the Merger. APR Energy intends to inform Bidco The foregoing conditions are for the sole benefit of BEI and the Joint Bidders if it enters into any discussions with Purchaser and, subject to the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit terms and conditions of the Required Lenders Merger Agreement, may be waived by BEI or the Administrative Agent Purchaser, in whole or in part, at any time and from time to time on or prior to the Expiration Date, in the sole discretion of BEI and the Purchaser. The failure by BEI or the Purchaser at any time to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry foregoing rights will not be deemed a waiver of any period of timesuch right and each such right will be deemed an ongoing right that may be asserted at any time and 48 from time to time on or prior to the Expiration Date. The Offer will lapse 60 days after is expressly subject to the publication satisfaction of each of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respectsforegoing conditions. In order to comply with the obligations set out in Rule 10 of the Code, If the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether is terminated pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate foregoing provisions, all tendered shares of OpticNet common stock will be promptly returned to the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Xxxxxxxx Xxxxxxxx and Xxx Xxxxx will not count for the purpose of the satisfaction of the requirements of Rule 10tendering stockholders.