Common use of IMPORTANT Clause in Contracts

IMPORTANT. Any stockholder desiring to tender Shares in the Offer must (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any other required documents, to The Bank of New York, as Depositary, (2) follow the procedures for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Tendering Shares" or (3) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such registered Shares in the Offer. A stockholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... i

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares to Purchaser in the Offer must Offer, you should either (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank of New York, the Depositary (as Depositary, (2defined below in the “Summary Term Sheet”) together with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 – “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date (as defined below in the “Summary Term Sheet”) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 – “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined below in the “Summary Term Sheet”) at its the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials material related to the Offer may be directed to the Information Agentfound at xxx.xxx.xxx. Stockholders You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25This Offer to Purchase and the related Letter of Transmittal contain important information, 2003 and you should read both carefully and in their entirety before making a decision with respect to the Offer. Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iCONTENTS

IMPORTANT. Any stockholder desiring If you desire to tender all or any portion of your Shares in to Purchaser pursuant to the Offer must Offer, you should either (1a) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, including any required signature guarantees, and mail or deliver the Letter of Transmittal (or such a manually signed facsimile), with the certificate(sexecuted facsimile thereof) for the tendered Shares and any other required documentsdocuments to American Stock Transfer & Trust Company, LLC, in its capacity as depositary for the Offer (which we refer to The Bank as the “Depositary”), and either deliver the certificates for your Shares to the Depositary along with the Letter of New York, as Depositary, Transmittal (2or a manually executed facsimile thereof) follow the procedures for or tender your Shares by book-entry transfer of Shares set forth by following the procedures described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ,” in each case by the Expiration Date, or (3b) request such stockholder's that your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered your Shares in to Purchaser pursuant to the Offer. A stockholder who desires If you are a record holder but your stock certificate is not available or you cannot deliver it to the Depositary before the Offer expires, you may be able to tender your Shares and whose certificates for such Shares are not immediately available, using the enclosed Notice of Guaranteed Delivery (or who cannot comply with one in substantially the procedures for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in "The Tender Offer--same form) (See Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” for further details). * * * * * Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as described herein) at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, and other materials related to the Notice of Guaranteed Delivery and any other tender offer materials Offer may also be directed to obtained for free from the Information Agent. Stockholders Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, and any other material related to the Offer may be obtained at the website maintained by the United States Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx. You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25, 2003 This Offer to Purchase and the related Letter of Transmittal contain important information and you should read both carefully and in their entirety before making a decision with respect to the Offer. The Offer has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is unlawful. The Information Agent for the Offer is: Innisfree M&A Incorporated Stockholders may call toll free: (000) 000-0000 Banks and Brokers may call toll free: (000) 000-0000 Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iSUMMARY TERM SHEET S-1 INTRODUCTION 1 THE TENDER OFFER 3 1. Terms of the Offer 3 2. Acceptance for Payment and Payment for Shares 4

IMPORTANT. Any stockholder desiring Portec shareholder wishing to tender Shares in the Offer must either (1i) complete and sign the Letter letter of Transmittal transmittal (or a manually signed facsimile thereoffacsimile) in accordance with the instructions in the Letter letter of Transmittal, including any required signature guaranteestransmittal, and mail or deliver the Letter letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares transmittal and any all other required documentsdocuments to Computershare Trust Company, to The Bank of New York, as N.A. (the “Depositary, (2”) together with certificates representing Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's the Portec shareholder’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholdertender of Shares to Purchaser. Stockholders having A Portec shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee that person if they desire the Portec shareholder wishes to tender such registered Shares in the Offerthose Shares. A stockholder who desires Any Portec shareholder that wishes to tender Shares and whose cannot deliver certificates for such representing those Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date (as defined below) or that cannot comply with the procedures for book-entry transfer on a timely basis, basis may tender such the Shares by following pursuant to the procedures for guaranteed delivery procedure set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc.The Xxxxxx Group, (the “Information Agent”), at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter letter of Transmittaltransmittal, the Notice notice of Guaranteed Delivery guaranteed delivery and any other tender offer related materials may be directed to obtained from the Information Agent. Stockholders The Portec shareholders also may also contact their brokersbroker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for copies of these documents. April 25February 26, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... i2010

IMPORTANT. Any stockholder desiring to tender all or any portion of such stockholder's Shares in the Offer must should either (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any have such stockholder's signature thereon guaranteed if required signature guaranteesby Instruction 1 to the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any other required documentsdocuments to ChaseMellon Shareholder Services, L.L.C. (the "DEPOSITARY") and deliver the certificates for such Shares to The Bank the Depositary along with the Letter of New YorkTransmittal (or such facsimile) or, in the case of a book-entry transfer effected pursuant to the procedures described in Section 2, deliver an Agent's Message (as Depositary, (2defined herein) follow and any other required documents to the Depositary and deliver such Shares pursuant to the procedures for book-entry transfer described in Section 2, in each case prior to the expiration of Shares set forth in "The Tender the Offer--Procedures for Tendering Shares" , or (32) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders A stockholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire such stockholder desires to tender such registered Shares in the OfferShares. A stockholder who desires to tender Shares and whose certificates for such Shares are not immediately availableavailable or who cannot comply in a timely manner with the procedure for book-entry transfer, or who cannot comply with deliver all required documents to the procedures for book-entry transfer on a timely basisDepositary prior to the expiration of the Offer, may tender such Shares by following the procedures for guaranteed delivery set forth described in "The Tender Offer--Procedures for Tendering Shares." Section 2. Questions and requests for assistance may be directed to Xxxxxxxxx ChaseMellon Shareholder Communications Inc.Services, L.L.C. (the Information Agent"INFORMATION AGENT") or to Xxxxxxx, Xxxxx & Co. at its address their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and or any other tender offer materials may be directed to obtained from the Information Agent. Stockholders may also contact their Agent or from brokers, dealers, commercial banks, trust companies or other nominees. April 25-------------------------- THE DEALER MANAGER FOR THE OFFER IS: XXXXXXX, 2003 XXXXX & CO. June 5, 2000 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... i-------- SUMMARY TERM SHEET.......................................... 3 INTRODUCTION................................................ 7

IMPORTANT. Any stockholder shareholder desiring to tender all or any portion of such shareholder's Shares in the Offer must (1including shares issuable upon exercise of Company Stock Options) should either (i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any have such shareholder's signature thereon guaranteed if required signature guaranteesby Instruction 1 to the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with or, in the certificate(s) for case of a book-entry transfer effected pursuant to the tendered Shares procedure set forth in Section 2, an Agent's Message (as defined herein), and any other required documents, documents to The Bank the Depositary (as defined herein) and either deliver the certificates for such Shares to the Depositary along with the Letter of New York, as Depositary, Transmittal (2or a facsimile thereof) follow or deliver such Shares pursuant to the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Tendering Shares" Section 2 or (3ii) request such stockholdershareholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholdershareholder. Stockholders A shareholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire such shareholder desires to tender such registered Shares in the OfferShares. A stockholder who If a shareholder desires to tender Shares and whose such shareholder's certificates for such Shares are not immediately available, available or who cannot comply with the procedures procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the expiration of the Offer, such shareholder's tender may tender such Shares be effected by following the procedures procedure for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Section 2. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent or to the Dealer Manager at its address their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to PurchaseTHE DEALER MANAGER FOR THE OFFER IS: FIRST UNION SECURITIES, the Letter of TransmittalINC. November 18, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 1999 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iCONTENTS

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares to the Purchaser in the Offer must Offer, you should either (1i) complete and sign the Letter letter of Transmittal transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank of New York, the Depositary (as Depositary, (2defined herein) together with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date (as defined herein) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined herein) or the Dealer Manager (as defined herein) at its address their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent or the Dealer Manager. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials material related to the Offer may be directed to the Information Agentfound at xxx.xxx.xxx. Stockholders You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage SUMMARY TERM SHEET S-i INTRODUCTION 1 THE TENDER OFFER 2 1. Terms of the Offer 2 2. Acceptance for Payment and Payment for Shares 4

IMPORTANT. Any stockholder desiring If you want to tender all or part of your Shares, you must do one of the following before the tender offer expires: -- if your Shares in the Offer must (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any other required documents, to The Bank of New York, as Depositary, (2) follow the procedures for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Tendering Shares" or (3) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders having Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee must contact such brokerand have the nominee tender your Shares for you; -- if you hold certificates in your own name, dealercomplete and sign a Letter of Transmittal according to its instructions and deliver it, commercial banktogether with any required signature guarantees, trust company the certificates for your Shares and any other documents required by the Letter of Transmittal, to Equiserve Trust Company, the Depositary for the tender offer; -- if you are an institution that is a participant in The Depository Trust Company, tender your Shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or -- if you are an optionee holding vested stock options granted under the Company's 2000 Stock Incentive Plan, as amended (the "2000 Plan"), or other nominee if they desire stock option plans or arrangements (together with the 2000 Plan, the "Stock Option Plans"), exercise such options for cash in accordance with the terms of the applicable Stock Option Plans or pursuant to the Company's cashless exercise program and tender the Shares received upon such exercise in accordance with this tender offer. See Instruction 17 of the Letter of Transmittal. If you want to tender such registered Shares in the Offer. A stockholder who desires to tender Shares and whose your Shares, but: -- your certificates for such your Shares are not immediately available, available or who cannot be delivered to the Depositary by the expiration of the tender offer; -- you cannot comply with the procedures procedure for book-entry transfer on a timely basis, may by the expiration of the tender such offer; or -- your other required documents cannot be delivered to the Depositary by the expiration of the tender offer; you can still tender your Shares by following if you comply with the procedures for guaranteed delivery set forth procedure described in "The Tender Offer--Procedures for Tendering Shares." Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, at its address and telephone numbers set forth on the back cover Section 3 of this Offer to Purchase. Requests for additional copies of this Offer to PurchaseTO PROPERLY TENDER SHARES, the Letter of TransmittalYOU MUST PROPERLY COMPLETE AND DULY EXECUTE THE LETTER OF TRANSMITTAL, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 TABLE OF CONTENTS INCLUDING THE SECTION PAGE TABLE OF CONTENTS ...................................................................... iRELATING TO THE PRICE AT WHICH YOU ARE TENDERING YOUR SHARES.

IMPORTANT. Any stockholder desiring who desires to tender all or any portion of such stockholder's Shares in the Offer must should either (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the such Letter of Transmittal, including any have such stockholder's signature thereon guaranteed if required signature guaranteesby Instruction 1 to such Letter of Transmittal, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), ) together with the certificate(s) for ("Share Certificates") representing the tendered Shares and any other required documentsdocuments to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") (at the Depositary's address set forth on the back cover of this Offer to The Bank of New York, as Depositary, (2Purchase) follow or tender such stockholder's Shares pursuant to the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Accepting the Offer and Tendering Shares" or (32) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders having A stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire such stockholder desires to tender such registered Shares in the OfferShares. A stockholder who desires to tender such stockholder's Shares and whose certificates for such Shares Share Certificates are not immediately available, or who cannot comply with the procedures procedure for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Offer, may tender such Shares by following the procedures procedure for guaranteed delivery set forth in under the caption "The Tender Offer--Procedures for Accepting the Offer and Tendering Shares." Questions and or requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc.MacKenzie Partners, Inc. (the "Information Agent, ") at its the address and telephone numbers number set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery Transmittal and any other tender offer related materials may be directed to obtained from the Information Agent. Stockholders may also contact their brokersTHIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. -------------------------- March 6, dealers, commercial banks, trust companies or other nominees. April 25, 2003 2000 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... i-------- SUMMARY TERM SHEET.......................................... 1 INTRODUCTION................................................ 4

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares in pursuant to the Offer must Offer, you should, prior to the Expiration Date, (1i) complete and sign execute the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal, including any required signature guaranteestherein, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), together with the certificate(s) for the tendered certificates representing your Shares and any other required documents, to The Bank of New YorkComputershare Trust Company, N.A., in its capacity as depositary for the Offer (the “Depositary”), (2ii) follow the procedures for tender your Shares by book-entry transfer of Shares by following the procedures set forth in "The Tender Offer--Procedures Section 3—“Procedures for Accepting the Offer and Tendering Shares" ” or (3iii) if applicable, request such stockholder's that your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they that institution in order to tender your Shares to Purchaser pursuant to the Offer. If you desire to tender such registered your Shares in pursuant to the Offer. A stockholder who desires to tender Shares Offer and whose the certificates for such representing your Shares are not immediately available, or who you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer on a timely basisor you cannot deliver all required documents to the Depositary prior to the Expiration Date, you may tender such your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery set forth described in "The Tender Offer--Procedures Section 3—“Procedures for Accepting the Offer and Tendering Shares—Guaranteed Delivery." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the information agent for the Offer (the “Information Agent”), at its the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice notice of Guaranteed Delivery guaranteed delivery and any other tender offer materials related to the Offer may be directed to obtained from the Information AgentAgent and may also be found at xxx.xxx.xxx. Stockholders You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25This Offer to Purchase and the Letter of Transmittal contain important information, 2003 and you should read both carefully and in their entirety before making a decision with respect to the Offer. Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iSUMMARY TERM SHEET i INTRODUCTION 1 THE TENDER OFFER 4 1. Terms of the Offer. 4

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares to Purchaser in the Offer must Offer, you should either (1i) complete and sign the Letter letter of Transmittal transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank of New York, the Depositary (as Depositary, (2defined herein) together with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 – “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date (as defined herein) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 – “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined herein) at its the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials material related to the Offer may be directed to the Information Agentfound at xxx.xxx.xxx. Stockholders You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25This Offer to Purchase and Letter of Transmittal contain important information, 2003 and you should read both carefully and in their entirety before making a decision with respect to the Offer. This transaction has not been approved or disapproved by the United States Securities and Exchange Commission (which we refer to as the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of such transaction or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is unlawful. Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage INTRODUCTION 1 THE TENDER OFFER 3 1. Terms of the Offer 3 2. Acceptance for Payment and Payment for Shares 5

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares to Purchaser in the Offer must Offer, you should either (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank the Depositary (as defined herein) together (except in the case of New York, as Depositary, (2Shares held in a book-entry/direct registration account maintained by RC2’s transfer agent) with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined herein) at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained for free from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials material related to the Offer may be directed to obtained at the Information Agentwebsite maintained by the Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx. Stockholders You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25This Offer to Purchase and the Letter of Transmittal contain important information and you should read both carefully and in their entirety before making a decision with respect to the Offer. The Offer has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is unlawful. The Information Agent for the Offer is: 000 Xxxxxxx Xxxxxx, 2003 00xx Xxxxx New York, New York 10022 Stockholders may call toll free (000) 000-0000 Banks and Brokers may call collect (000) 000-0000 Email: xxxx@xxxxxxxxxxxxx.xxx TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage INTRODUCTION 1

IMPORTANT. Any Datascope stockholder desiring wishing to tender Shares in the Offer must must, prior to 12:00 midnight, New York City time, at the end of October 28, 2008 (1as such time may be extended as set forth in this Offer to Purchase) (i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereoffacsimile) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, and mail or deliver the Letter of Transmittal Transmittal, certificates representing Shares tendered and all other required documents to American Stock Transfer & Trust Company, LLC (or such manually signed facsimilethe “Depositary”), with the certificate(s) for the tendered Shares and any other required documents, to The Bank of New York, as Depositary, or (2ii) follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" or (3) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder”. Stockholders having A Datascope stockholder whose Shares are registered in the name of a bank, broker, dealer, commercial bank, trust company dealer or other nominee must contact such broker, dealer, commercial bank, trust company or other request the nominee if they desire to tender such registered the Shares in the Offerto Purchaser. A Any Datascope stockholder who desires that wishes to tender Shares and whose cannot deliver certificates for such representing those Shares are not immediately availableand all other required documents to the Depositary on or prior to the expiration of the Offer, or who that cannot comply with the procedures for book-entry transfer on a timely basis, may tender such the Shares by following pursuant to the procedures for guaranteed delivery procedure set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc.Xxxxxxxxx, Inc. (the “Information Agent”), the Information AgentDepositary or Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (the “Dealer Manager”), at its address their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer related materials may be directed to obtained from the Information Agent. Stockholders , or the stockholder may also contact their brokershis or her broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for copies of these documents. April 25THE OFFER, 2003 INCLUDING THIS OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL, CONTAINS IMPORTANT INFORMATION, AND YOU SHOULD READ BOTH CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER. September 30, 2008 Table of Contents The Depositary for the Offer is: Facsimile: (000) 000-0000 By Mail or Overnight Delivery: By Hand or Courier: Confirm by Telephone: (000) 000-0000 or (000) 000-0000 American Stock Transfer & Trust Company Operations Center Attn: Reorganization Department 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 American Stock Transfer & Trust Company Attn: Reorganization Department 00 Xxxxxx Xxxx Xxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 The Information Agent for the Offer is: 000 Xxxxx Xxxxxx, 00xx Floor New York, NY 10038-3560 Banks and Brokers Call (000) 000-0000 All Others Call Toll Free (000) 000-0000 The Dealer Manager for the Offer is: Xxxxxxx Xxxxx & Co. Four World Financial Center New York, New York 10080 Call Toll Free: (000) 000-0000 International Callers: (000) 000-0000 TABLE OF CONTENTS SECTION PAGE TABLE Page SUMMARY TERM SHEET ii INTRODUCTION 1 1. TERMS OF CONTENTS ...................................................................... iTHE OFFER 3 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES 4 3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES 5 4. WITHDRAWAL RIGHTS 8 5. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 9 6. PRICE RANGE OF THE SHARES; DIVIDENDS 9

IMPORTANT. Any stockholder desiring of Starbase who desires to tender Shares all or any portion of such stockholder’s shares of Starbase common stock to the Purchaser in the Offer must should either (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereofcopy of it) for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal (having such stockholder’s signature on the Letter of Transmittal guaranteed if required by Instruction 1 to the Letter of Transmittal), including any required signature guarantees, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(sa facsimile copy of it) for the tendered Shares and any other required documentsdocuments to the depositary for the Offer, Mellon Investor Services LLC (the “Depositary”), and either deliver the certificates representing such shares to The Bank the Depositary along with the Letter of New York, as Depositary, Transmittal (2or a facsimile copy of it) follow the procedures for or tender such shares by book-entry transfer of Shares set forth by following the procedures described in "The Tender Offer--Section 2 (Procedures for Tendering Shares" Shares of Starbase Common Stock in the Offer) of this Offer to Purchase, in each case prior to the Expiration Date of the Offer, or (3ii) request such stockholder's ’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders having Shares Any stockholder of Starbase with shares of Starbase common stock registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares shares to the Purchaser in the Offer. A Any stockholder of Starbase who desires to tender Shares shares of Starbase common stock to the Purchaser in the Offer and whose certificates for representing such Shares shares are not immediately available, or who cannot comply in a timely manner with the procedures for tendering shares by book-entry transfer on a timely basistransfer, or who cannot deliver all required documents to the Depositary prior to the Expiration Date of the Offer, may tender such Shares shares to the Purchaser in the Offer by following the procedures for guaranteed delivery set forth described in "The Tender Offer--Section 2 (Procedures for Tendering Shares." Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., Shares of Starbase Common Stock in the Information Agent, at its address and telephone numbers set forth on the back cover Offer) of this Offer to Purchase. Requests Questions regarding the Offer, and requests for additional assistance in connection with the Offer, may be directed to the Information Agent for the Offer at its address and telephone number set forth below. Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer related materials may be directed to obtained from the Information Agent. Stockholders may also contact their brokersThe Information Agent for the Offer is: New York, dealers, commercial banks, trust companies or other nominees. April 25, 2003 NY 10004 Banks and Brokers Call: (000) 000-0000 All Others Call Toll Free: (000) 000-0000 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage SUMMARY TERM SHEET 1 INTRODUCTION 8 THE TENDER OFFER 10 1. Terms of the Offer 10 2. Procedures for Tendering Shares of Starbase Common Stock in the Offer 12 3. Withdrawal Rights 16 4. Acceptance for Payment and Payment for Shares of Starbase Common Stock 17 5. Certain United States Federal Income Tax Consequences 18

IMPORTANT. Any stockholder desiring shareholder who desires to tender all or any portion of such shareholder's Shares in the Offer must should either (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and (a) mail or deliver the Letter of Transmittal (or such manually signed facsimile)Transmittal, together with the certificate(s) for evidencing the tendered Shares shares and any all other required documents, to The Bank of New York, as Depositary, at its address set forth on the back cover of this Offer to Purchase or (2b) follow tender such Shares pursuant to the procedures for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Tendering Shares" Section 3 or (3ii) request such stockholder's his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderhim or her. Stockholders A shareholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire he or she desires to tender such registered Shares in the OfferShares. A stockholder Any shareholder who desires to tender Shares and whose certificates for cannot deliver such Shares are not immediately available, and all other required documents to the Depositary by the expiration of the Offer or who cannot comply with the procedures for book-entry transfer on a timely basis, may basis must tender such Shares by following pursuant to the procedures for guaranteed delivery procedure set forth in "The Tender Offer--Procedures for Tendering Shares." Section 3. Questions and requests for assistance assistance, or for additional copies of this Offer to Purchase, the Letter of Transmittal and other related materials, may be directed to Xxxxxxxxx Shareholder Communications MacKenzie Partners, Inc., the as Information Agent, at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent. Stockholders Shareholders may also contact their brokers, dealers, commercial banks, banks or trust companies or other nomineesfor assistance concerning the Offer. April 25THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. MAY 16, 2003 2000 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... i---- SUMMARY TERM SHEET......................................................................................... 1 INTRODUCTION............................................................................................... 5

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares to Purchaser in the Offer must Offer, you should either (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank of New York, the Depositary (as Depositary, (2defined below in the “Summary Term Sheet”) together with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 – “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date (as defined below in the “Summary Term Sheet”) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 – “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined below in the “Summary Term Sheet”) at its the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials material related to the Offer may be directed to the Information Agentfound at xxx.xxx.xxx. Stockholders You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25This Offer to Purchase and the related Letter of Transmittal contain important information, 2003 and you should read both carefully and in their entirety before making a decision with respect to the Offer. Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage 1. Terms of the Offer. 2

IMPORTANT. Any stockholder desiring to tender all or any portion of his or her Shares in the Offer must should either (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile)it, together with the certificate(s) for the representing tendered Shares and any other required documents, to The Bank of New York, the Depositary (as Depositary, (2defined herein) follow or tender such Shares pursuant to the procedures for book-entry transfer of Shares set forth described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” of this Offer to Purchase or (3ii) request such stockholder's his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderhim or her. Stockholders having Any stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire he or she desires to tender such registered Shares in the OfferShares. A Any stockholder who desires to tender his or her Shares and whose certificates for representing such Shares are not immediately available, available or who cannot comply with the other procedures for book-entry transfer on a timely basis, basis may tender such Shares by following the procedures for guaranteed delivery set forth described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” of this Offer to Purchase. Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, Transmittal and the Notice of Guaranteed Delivery and any other tender offer related materials may be directed to the Information Agent, and such copies will be provided promptly at the Purchaser’s expense. Stockholders may also contact their brokersbroker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee to request additional copies of these materials or for assistance concerning the Offer. April 25The Purchaser will not pay any fees or commissions to any broker or dealer or any other person (other than the Information Agent and the Dealer Manager) for soliciting tenders of shares pursuant to the Offer. The Dealer Manager for the Offer is: July 10, 2003 2006 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage Summary Term Sheet 1 Introduction 6 The Offer 8

IMPORTANT. Any stockholder desiring who would like to tender Shares in the Offer must all or any portion of his or her shares of common stock of SonomaWest Holdings, Inc. should either: (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, and mail or deliver the Letter of Transmittal it (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any other required documents, documents to The Bank of New York, as the Depositary, (2) follow and either deliver the procedures certificates for book-such common stock and any other required documents to the Depositary or tender such common stock pursuant to the procedure for book entry transfer of Shares set forth in "The Tender Offer--THE OFFER - 3. Procedures for Accepting the Offer and Tendering Shares;" or (3ii) request such stockholder's his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderhim or her. Stockholders having Shares common stock registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such the broker, dealer, commercial bank, trust company or other nominee if they desire to tender such registered Shares in the Offertheir shares. A stockholder Stockholder who desires to tender Shares shares and whose certificates for such Shares the common stock to be tendered are not immediately available, or who cannot deliver the certificates for such common stock and all other required documents to the Depositary on or prior to the expiration date, or who cannot comply with the procedures procedure for book-book entry transfer on a timely basis, may tender such his or her Shares by following the procedures for guaranteed delivery set forth in "The Tender Offer--THE OFFER - 3. Procedures for Accepting the Offer and Tendering Shares." Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications INTRODUCTION SonomaWest Holdings, Inc., a California corporation (the Information Agent"Company"), hereby offers to purchase up to 375,000 shares (or such lesser number of shares that are properly tendered) of its common stock, no par value (the "Shares"), at its address a purchase price of $8.00 per Share, net to the selling stockholder in cash, without interest thereon (the "Purchase Price"), on the terms and telephone numbers subject to the conditions set forth on the back cover of in this Offer to PurchasePurchase and in the Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). Requests If you are the record owner of your Shares and you tender your Shares to the Company in the Offer, you will not have to pay brokerage fees or commissions. If you own your Shares through a broker or other nominee, and your broker tenders your Shares on your behalf, your broker or nominee may charge you a fee for additional copies doing so. You should consult with your broker or nominee to determine whether any charges will apply. Except as described in Instruction 6 of this Offer to Purchase, the Letter of Transmittal, you will not be required to pay stock transfer taxes on the Notice purchase of Guaranteed Delivery the Shares in the Offer. However, if you do not complete and any other tender offer materials sign the Substitute Form W-9 that is included in the Letter of Transmittal, you may be directed subject to a required backup federal income tax withholding of 31% of the gross proceeds payable to you. See "THE OFFER - 3. Procedures for Accepting the Offer and Tendering Shares." The Company will pay all charges and expenses of Continental Stock Transfer & Trust Company as depositary (the "Depositary") incurred in connection with the Offer. See "THE OFFER - 3. Procedures for Accepting the Offer and Tendering Shares." The Offer will expire at 5:00 p.m., Pacific Time, on February 15, 2001, unless we extend it. This Offer to Purchase and the Letter of Transmittal contain important information which you should read carefully before you make any decision with respect to the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iOffer.

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares to Purchaser in the Offer Offer, you must either (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile)and all other required documents to Computershare Trust Company, with N.A., the certificate(s) depositary for the Offer (the “Depositary”) together with certificates representing the Shares tendered Shares and any other required documents, to The Bank of New York, as Depositary, (2) or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they that institution in order to tender your Shares to Purchaser before the expiration of the Offer. If you desire to tender such registered your Shares in pursuant to the Offer. A stockholder who desires to tender Shares Offer and whose the certificates for such representing your Shares are not immediately available, or who you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer on a timely basisor you cannot deliver all required documents to the Depository prior to the expiration of the Offer, you may tender such your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc.Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at its the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the Notice notice of Guaranteed Delivery guaranteed delivery and any other tender offer materials related to the Offer may also be directed to obtained at our expense from the Information Agent. Stockholders Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be found at xxxx://xxx.xxx.xxx. You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25No broker, 2003 dealer, commercial bank, trust company or other nominee will be deemed to be the agent of SBP, Parent, Purchaser, the Company, the Information Agent or the Depositary or any of their affiliates for the purpose of the Offer. This Offer to Purchase and the related Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer. TABLE OF CONTENTS​ TABLE OF CONTENTS SECTION PAGE ​ ​ ​ Page ​ SUMMARY TERM SHEET ​ ​ ​ ​ i ​ ​ INTRODUCTION ​ ​ ​ ​ 1 ​ ​ THE TENDER OFFER ​ ​ ​ ​ 3 ​ ​ 1. Terms of the Offer ​ ​ ​ ​ ​ 3 ​ ​ 2. Acceptance for Payment and Payment for Shares ​ ​ ​ ​ ​ 6 ​ ​ 3. Procedures for Accepting the Offer and Tendering Shares ​ ​ ​ ​ ​ 7 ​ ​ 4. Withdrawal Rights ​ ​ ​ ​ ​ 10 ​ ​ 5. Material U.S. Federal Income Tax Consequences ​ ​ ​ ​ ​ 10 ​ ​ 6. Price Range of Shares; Dividends on the Shares ​ ​ ​ ​ ​ 12 ​ ​ 7. Certain Information Concerning the Company ​ ​ ​ ​ ​ 13 ​ ​ 8. Certain Information Concerning SBP, Parent and Purchaser ​ ​ ​ ​ ​ 14 ​ ​ 9. Source and Amount of Funds ​ ​ ​ ​ ​ 15 ​ ​ 10. Background of the Offer; Past Contacts or Negotiations with the Company ​ ​ ​ ​ ​ 16 ​ ​ 11. The Merger Agreement; Other Agreements ​ ​ ​ ​ ​ 19 ​ ​ 12. Purpose of the Offer; Plans for the Company ​ ​ ​ ​ ​ 43 ​ ​ 13. Certain Effects of the Offer ​ ​ ​ ​ ​ 44 ​ ​ 14. Dividends and Distributions ​ ​ ​ ​ ​ 45 ​ ​ 15. Conditions of the Offer ​ ​ ​ ​ ​ 45 ​ ​ 16. Certain Legal Matters; Regulatory Approvals ​ ​ ​ ​ ​ 47 ​ ​ 17. Appraisal Rights ​ ​ ​ ​ ​ 50 ​ ​ 18. Fees and Expenses ​ ​ ​ ​ ​ 51 ​ ​ 19. Miscellaneous ​ ​ ​ ​ ​ 52 ​ ​ TABLE OF CONTENTS ...................................................................... iCONTENTS​ SUMMARY TERM SHEET The information contained in this Summary Term Sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”), and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and Letter of Transmittal, the “Offer”). You are urged to read carefully this Offer to Purchase, the Letter of Transmittal and other related materials in their entirety because the information in this Summary Term Sheet is not complete and additional important information is included in the remainder of this Offer to Purchase and the accompanying Letter of Transmittal. This Summary Term Sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning the Company contained in this Summary Term Sheet and elsewhere in this Offer to Purchase has been provided to SBP, Parent and Purchaser by the Company or has been taken from, or is based upon, publicly available documents or records of the Company on file with the Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. SBP, Parent and Purchaser have not independently verified the accuracy and completeness of such information. Securities Sought Subject to certain conditions, including the satisfaction of the Minimum Condition, as described below, all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company. Price Offered Per Share $7.12, payable net to the holder in cash, without interest and subject to any withholding taxes required by applicable law. Scheduled Expiration of Offer One (1) minute past 11:59 p.m., Eastern Time, on August 3, 2022, unless the Offer is otherwise extended or earlier terminated in accordance with the terms of the Merger Agreement. Purchaser Fennec Acquisition Incorporated, a Delaware corporation and a direct wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of SBP.

IMPORTANT. Any stockholder desiring of the Company wishing to tender Shares in the Offer must (1i) complete and sign the letter of transmittal that accompanies this Offer to Purchase (the “Letter of Transmittal (or a manually signed facsimile thereofTransmittal”) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank of New York, the Depositary (as Depositary, (2defined herein) together with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Procedures Section 3—“Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's ’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such the stockholder. Stockholders having A stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee person if they desire such stockholder wishes to tender such registered Shares in Shares. Any stockholder of the Offer. A stockholder Company who desires wishes to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or prior to the Expiration Date (as defined herein) or who cannot comply with the procedures for book-entry transfer on a timely basis, basis may tender such Shares by following pursuant to the procedures for guaranteed delivery procedure set forth in "The Tender Offer--Procedures Section 3—“Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined herein) at its the address and telephone numbers number set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer related materials may also be directed to obtained from the Information Agent. Stockholders may also contact their brokersbroker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for copies of these documents. April The Information Agent for the Offer is: Innisfree M&A Incorporated September 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... 2012 Table of Contents SUMMARY TERM SHEET Beta Acquisition Corporation, a wholly-owned subsidiary of Parent, BGI-Shenzhen, is offering to purchase all of the outstanding Shares of the Company for $3.15 per Share net in cash. The following are answers to some of the questions you, as a stockholder of the Company, may have about the Offer. We urge you to read carefully the remainder of this Offer to Purchase and the Letter of Transmittal and the other documents to which we have referred you because this summary may not contain all of the information that is important to you. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal. Unless otherwise indicated or the context otherwise requires, all references to “we”, “us” and “our” refer to Beta Acquisition Corporation. Who is offering to buy my securities? We are Beta Acquisition Corporation, a Delaware corporation formed for the purpose of making this Offer. We are a wholly-owned subsidiary of Parent, a company organized under the laws of the People’s Republic of China. See the “Introduction” to this Offer to Purchase and Section 8—“Certain Information Concerning Parent and the Purchaser.” What are the classes and amounts of securities sought in the Offer? We are seeking to purchase all of the outstanding Shares of the Company. See the “Introduction” to this Offer to Purchase and Section 1—“Terms of the Offer.” How much are you offering to pay? What is the form of payment? Will I have to pay any fees or commissions? We are offering to pay $3.15 per Share net to you, in cash, without interest thereon and less any required withholding taxes. If you are the record owner of your Shares and you directly tender your Shares to us in the Offer, you will not have to pay brokerage fees or similar expenses. If you own your Shares through a broker, banker or other nominee, and your broker tenders your Shares on your behalf, your broker, banker or other nominee may charge you a fee for doing so. You should consult your broker, banker or other nominee to determine whether any charges will apply. See the “Introduction” to this Offer to Purchase. Do you have the financial resources to make payment? BGI-Shenzhen, our parent company, will provide us with sufficient funds to purchase all Shares successfully tendered in the Offer and to provide funding for our Merger with the Company, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. The Offer is not conditioned upon any financing arrangements. Parent intends to provide us with the necessary funds from cash on hand or credit facilities for which Parent has received commitment letters, or alternative financing. See Section 9—“Source and Amount of Funds.” Is your financial condition relevant to my decision to tender my Shares in the Offer? No. We do not think our financial condition is relevant to your decision whether to tender Shares and accept the Offer because: • the Offer is being made for all outstanding Shares solely for cash; • we, through our parent company, BGI-Shenzhen, will have sufficient funds available to purchase all Shares successfully tendered in the Offer in light of: • the financial resources of Parent together with Table of Contents • the bank financing available to Parent under the Financing Commitments, which will be provided to us; • the Offer is not subject to any financing condition; and • if we consummate the Offer, we expect to acquire any remaining Shares for the same cash price in the Merger. See Section 9—“Source and Amount of Funds.” How long do I have to decide whether to tender my Shares in the Offer? Unless we extend the Offer, you will have until 12:00 midnight, New York City time, on Tuesday, October 23, 2012 (which is the end of the day on October 23, 2012 unless the Offer is extended), to tender your Shares in the Offer. Furthermore, if you cannot deliver everything required to make a valid tender by that time, you may still participate in the Offer by using the guaranteed delivery procedure that is described later in this Offer to Purchase prior to that time. See Sections 1—“Terms of the Offer” and 3—“Procedures for Accepting the Offer and Tendering Shares.” Can the Offer be extended and under what circumstances? Yes. We have agreed in the Merger Agreement that so long as neither the Company nor Parent terminates the Merger Agreement in accordance with its terms: • We shall, subject to certain conditions (i) extend the Offer on one or more occasions for any successive periods of up to 20 business days ending no later than the Outside Date (as defined in Section 11 below), if on or prior to any then-scheduled expiration date of the Offer all of the conditions to the Offer (including the Minimum Condition and the other conditions set forth in Section 15—“Conditions of the Offer”) have not been satisfied, or waived by Parent or us and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer; • If necessary to obtain sufficient Shares to reach the Short Form Threshold (after giving effect to and including Shares purchased through the Top-Up Option), we shall provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of up to 10 business days, the length of the initial “subsequent offering period” and each extension thereof to be determined by us in our sole discretion. Subject to the terms and conditions of the Merger Agreement and the Offer, we shall (and Parent shall cause us to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” See Section 1—“Terms of the Offer” for more details on our obligation and ability to extend the Offer. How will I be notified if the Offer is extended? If we extend the Offer, we will inform Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary”), of any extension and will issue a press release announcing the extension not later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was scheduled to expire. See Section 1—“Terms of the Offer.” What are the most significant conditions to the Offer? The Offer is conditioned upon • satisfaction of the Minimum Condition; • satisfaction of the HSR Condition; Table of Contents • satisfaction of the CFIUS Condition; • the absence of a material adverse effect on the Company; and • the approval of each of the Specified Governmental Entities (the “Other Required Governmental Approvals”).

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares to the Purchaser in the Offer must Offer, you should (1i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (or such manually signed facsimileas defined herein), together with certificates representing the certificate(s) for the tendered Shares and any other required documents, to The Bank of New York, as Depositarytendered, (2ii) follow the procedures for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” or (3iii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for such representing those Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date or cannot comply with the procedures for book-entry transfer on a timely basis, you may be able to tender such the Shares by following pursuant to the procedures for guaranteed delivery procedure set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined herein) at its address and telephone numbers number set forth on the back cover of this Offer to Purchasebelow. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained free of charge from the Information Agent. Copies of this Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer materials may be directed related to the Information AgentOffer may also be obtained at the website maintained by the U.S. Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx. Stockholders You may also contact their brokersyour broker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee for assistance. April 25This Offer to Purchase and the related Letter of Transmittal contain important information and you should read both documents carefully and in their entirety before making a decision with respect to the Offer. The Offer has not been approved or disapproved by the SEC or any state securities commission, 2003 nor has the SEC or any state securities commission passed upon the fairness or merits of the Offer or upon the accuracy or adequacy of the information contained in this Offer to Purchase. Any representation to the contrary is unlawful. The Information Agent for the Offer is: X.X. Xxxx & Co., Inc. 00 Xxxx Xxxxxx, 00xx Floor New York, New York 10005 Banks and Brokers Call Collect: (000) 000-0000 All Others Call Toll-Free: (000) 000-0000 Email: xxxxxx@xxxxxx.xxx Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage INTRODUCTION 1 1. Terms of the Offer. 4

IMPORTANT. Any stockholder desiring who desires to tender all or any portion of such stockholder's Shares in the Offer must should either (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase in accordance with the instructions in the such Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), ) together with the certificate(s) for ("Share Certificates") representing the tendered Shares and any other required documentsdocuments to ChaseMellon Shareholder Services, L.L.C. (the "Depositary") (at the Depositary's address set forth on the back cover of this Offer to The Bank of New York, as Depositary, (2Purchase) follow or tender such stockholder's Shares pursuant to the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Accepting the Offer and Tendering Shares" or (32) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders having A stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire such stockholder desires to tender such registered Shares in the OfferShares. A stockholder who desires to tender such stockholder's Shares and whose certificates for such Shares Share Certificates are not immediately available, or who cannot comply with the procedures procedure for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Offer, may tender such Shares by following the procedures for guaranteed delivery set forth in under the caption "The Tender Offer--Procedures for Accepting the Offer and Tendering Shares." Questions and or requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., Inc. (the "Information Agent, ") or Deutsche Bank Securities Inc. (sometimes referred to herein as the "Dealer Manager") at its address their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery Transmittal and any other tender offer related materials may be directed to obtained from the Information AgentAgent or the Dealer Manager. Stockholders may also contact their brokers--------------- The Dealer Manager for the Offer is: Deutsche Banc Xxxx. Xxxxx November 19, dealers, commercial banks, trust companies or other nominees. April 25, 2003 1999 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iCONTENTS

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares in the Offer must Offer, you should either (1i) complete and sign the Letter letter of Transmittal transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank of New York, the Depositary (as Depositary, (2defined herein) together with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date (as defined herein) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined herein) or the Dealer Manager (as defined herein) at its address their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and other materials related to the Offer may also be obtained at our expense from the Information Agent or the Dealer Manager. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials material related to the Offer may be directed to the Information Agentfound at xxx.xxx.xxx. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage SUMMARY TERM SHEET S-i INTRODUCTION 1 THE TENDER OFFER 2 1. Terms of the Offer 2 2. Acceptance for Payment and Payment for Shares 4

IMPORTANT. Any stockholder desiring If you desire to tender all or any portion of your Shares in to Purchaser pursuant to the Offer must Offer, you should, prior to the Expiration Time, (1i) complete and sign execute the Letter of Transmittal (or a manually signed facsimile thereof) for Shares that is enclosed with this Disclosure Document in accordance with the instructions in the Letter of Transmittal, including any required signature guaranteescontained therein, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), for Shares together with the certificate(s) for the tendered certificates representing your Shares and any other required documentsdocuments to Registrar and Transfer Company, to The Bank of New York, in its capacity as depositary for the Offer (the “Depositary”), (2ii) follow the procedures for tender your Shares by book-entry transfer of Shares set forth by following the procedures described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Book-Entry Transfer of Shares" ,” or (3iii) request such stockholder's that your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such nominee in order to tender your Shares to Purchaser pursuant to the Offer. If you are tendering FFE Restricted Shares, please follow the instructions for tendering shares as a record holder but note the restricted nature of the uncertificated shares in place of the certificate number. If you desire to tender your Shares pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer or you cannot deliver all required documents to the Depositary prior to the Expiration Time, you may tender your Shares to Purchaser pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Guaranteed Delivery.” ***** Eagle Rock Proxy Advisors, LLC, the information agent for the Offer, may be contacted at the address and telephone numbers set forth on the back cover of this Disclosure Document for questions and/or requests for additional copies of this Disclosure Document, the Letter of Transmittal, the notice of guaranteed delivery and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee if they desire for assistance. This Disclosure Document and the Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to tender such registered Shares in the Offer. A stockholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iSUMMARY TERM SHEET 1 INTRODUCTION 10 THE TENDER OFFER 12

IMPORTANT. Any stockholder shareholder desiring to tender all or any portion of such shareholder's Shares in the Offer must should (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) thereof in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), facsimile with the such shareholder's certificate(s) for the tendered Shares and any other required documents, documents to The Bank of New York, as Depositarythe Depositary named herein, (2) follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Tendering Shares" Section 3 or (3) request such stockholdershareholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholdershareholder. Stockholders Shareholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such registered Shares in the Offerso registered. A stockholder shareholder of Xxxxxx who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply with the procedures procedure for bookBook-entry transfer Entry Transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Section 3. Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent at its address and telephone numbers number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent. Stockholders Shareholders may also contact their brokersbroker, dealersdealer, commercial banksbank, trust companies company or other nomineesnominee. April 25SUMMARY TERM SHEET This summary highlights important and material information from this Offer to Purchase but does not purport to be complete. To fully understand the offer described in this document and for a more complete description of the terms of the offer described in this document, 2003 TABLE you should read carefully this entire Offer to Purchase and the Letter of Transmittal (which together, as they may be amended and supplemented, constitute the "Offer"). We have included section references to direct you to a more complete description of the topics contained in this summary. WHO IS OFFERING TO BUY MY SECURITIES? OrthoStrategies, Inc., a New York corporation ("OrthoStrategies"), through its wholly-owned subsidiary, OrthoStrategies Acquisition Corp., a New York corporation ("Purchaser") is offering to buy your Shares as described in this document. See Section 9 of this document for further information about OrthoStrategies. Except where the context requires otherwise, the term "OrthoStrategies" is used in this Offer to Purchase to refer collectively to OrthoStrategies, Inc. and OrthoStrategies Acquisition Corp. WHAT ARE THE CLASSES AND AMOUNTS OF CONTENTS SECTION PAGE TABLE SECURITIES SOUGHT IN THE OFFER? OrthoStrategies is offering to buy all Shares validly tendered and not withdrawn in the Offer, up to a maximum of 1,959,886 shares of the common stock, par value $.02 per share, of Xxxxxx, which constitutes approximately 75% of the Shares currently outstanding. For information about the conditions to which the Offer is subject, see Section 13. HOW MUCH IS ORTHOSTRATEGIES OFFERING TO PAY AND WHAT IS THE FORM OF CONTENTS ...................................................................... iPAYMENT? OrthoStrategies is offering to pay $1.525 in cash for each Share that it is offering to purchase. See Section 1 for information about the terms of the Offer.

IMPORTANT. Any stockholder desiring If you desire to tender all or any portion of your Shares in the Offer Offer, this is what you must do: • If you are a record holder (1) i.e., a stock certificate has been issued to you or book entry has been issued to or entered for you and registered in your name), you must complete and sign the enclosed Letter of Transmittal (or a manually signed facsimile thereof) Transmittal, in accordance with the instructions provided therein, and send it with your stock certificate to Computershare Trust Company, N.A., the Depositary (as defined below) for the Offer, or follow the procedures for book entry transfer set forth in Section 3 of this Offer to Purchase. These materials must reach the Depositary prior to the expiration of the Offer. Detailed instructions are contained in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any other required documents, to The Bank of New York, as Depositary, (2) follow the procedures for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Tendering Shares" .” • If you are a record holder but your stock certificate is not available or you cannot deliver it to the Depositary prior to the expiration of the Offer, you may be able to tender your Shares using the enclosed Notice of Guaranteed Delivery, however, any Shares tendered pursuant to a Notice of Guaranteed Delivery and not actually delivered prior to the Effective Time will not count toward satisfaction of the Minimum Condition. Please call Xxxxxxxxx LLC (3) request such stockholder's the “Information Agent”), at (000)-000-0000 (toll free). See Section 3 — “Procedures for Tendering Shares” for further details. • If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered to effect Purchaser before the transaction for such stockholder. Stockholders having Shares registered in the name expiration of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such registered Shares in the Offer. A stockholder who desires to tender Shares and whose The Letter of Transmittal, the certificates for such the Shares are not immediately available, (or who cannot comply with confirmation of the procedures for book-entry transfer of such Shares) and any other required documents must reach the Depositary before the expiration of the Offer (currently scheduled for 8 a.m. (Eastern time) on a timely basisJuly 25, may tender such Shares by following 2017, unless the Offer is extended or earlier terminated in accordance with the terms of the Merger Agreement), unless the procedures for guaranteed delivery set forth described in "The Tender Offer--Section 3 — “Procedures for Tendering Shares." ” of this Offer to Purchase are followed. This transaction has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the information contained in this Offer to Purchase or the Letter of Transmittal. Any representation to the contrary is unlawful. * * * Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent at its the address and telephone numbers number set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or from your broker, dealer, commercial bank, trust company or other nominee. Copies of these materials may also be found at the website maintained by the SEC at xxx.xxx.xxx. The Information Agent for the Offer is: 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, NY 10104 Xxxxx, Xxxxxxx and Shareholders Call Toll-Free (000)-000-0000 TABLE OF CONTENTS SUMMARY TERM SHEET 1 INTRODUCTION 12 THE OFFER 15 1. Terms of the Offer 15 2. Acceptance for Payment and Payment for Shares 16 3. Procedures for Tendering Shares 17 4. Withdrawal Rights 20 5. Certain Material U.S. Federal Income Tax Considerations 20 6. Price Range of Shares; Dividends 26 7. Certain Information Concerning Miramar 27 8. Certain Information Concerning Purchaser and Parent 27 9. Source and Amount of Funds 29 10. Background of the Offer; Contacts with Miramar 30 11. The Transaction Documents 33 12. Purpose of the Offer and Plans for Miramar 51 13. Certain Other Effects 51 14. Dividends and Distributions 52 15. Conditions of the Offer 53 16. Certain Legal Matters; Regulatory Approvals 55 17. Fees and Expenses 57 18. Miscellaneous 58 SUMMARY TERM SHEET The following are some questions that you, as a stockholder of Miramar Labs, Inc. (“Miramar”), may have and answers to those questions. This summary term sheet highlights selected information from this Offer to Purchase. It may not contain all of the information that is important to you and is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase and the related Letter of Transmittal. The information concerning Miramar contained herein and elsewhere in this Offer to Purchase has been provided to Sientra, Inc. (“Parent”) and Desert Acquisition Corporation (“Purchaser”) by Xxxxxxx or has been taken from or is based upon publicly available documents or records of Miramar on file with the Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information. Parent and Purchaser have no knowledge that would indicate that any statements contained herein relating to Xxxxxxx provided to Parent and Purchaser or taken from or based upon such documents and records filed with the SEC are untrue or incomplete in any material respect. We have included cross-references to other tender offer materials sections of this Offer to Purchase in this summary term sheet to direct you to the sections of the Offer to Purchase containing a more complete description of the topics covered in this summary term sheet. Questions or requests for assistance may be directed to the Information Agent, at the address and telephone numbers set forth for the Information Agent on the back cover of this Offer to Purchase. Stockholders may also contact their brokersUnless the context otherwise requires, dealersthe terms “we,” “our” and “us” refer to Purchaser. Securities Sought All of the outstanding shares of common stock, commercial bankspar value $0.001 per share (the “Shares”), trust companies or other nomineesof Miramar. April Price Offered Per Share $0.3149, net to the holder thereof, in cash, without interest thereon (less any required withholding) plus one CVR, which represents the right to receive a cash payment of $0.0147 per CVR, without interest thereon (less any required withholding), if cumulative net sales of the miraDry® System after the Closing exceed $50,000,000, and another cash payment of $0.6911 per CVR, without interest thereon (less any required withholding), if cumulative net sales of the miraDry® System after the Closing exceed $80,000,000, in each case as described in and under the conditions set forth in the CVR Agreement, with a maximum payment of up to $0.7058 per CVR, net to the holder in cash, without interest thereon (less any required withholding). Scheduled Expiration of Offer 8 a.m. (Eastern time) on July 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... i2017, unless the Offer is extended or earlier terminated in accordance with the terms of the Merger Agreement. See Section 1 — “Terms of the Offer.” Purchaser Desert Acquisition Corporation. We are a Delaware corporation formed for the purpose of making this tender offer for all of the outstanding shares of common stock of Miramar. We are a wholly owned subsidiary of Parent. See Section 8 — “Certain Information Concerning Purchaser and Parent.”

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares in the Offer Offer, you must either (1i) complete and sign the Letter letter of Transmittal transmittal (or a manually signed facsimile thereof) that accompanies this Offer to Purchase (the “Letter of Transmittal”) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any all other required documents, documents to The Bank of New York, the Depositary (as Depositary, (2defined herein) together with certificates representing the Shares tendered or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date (as defined herein) or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent (as defined herein) at its the address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials related to the Offer may also be directed to obtained at our expense from the Information Agent. Stockholders Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other materials related to the Offer may also contact their brokers, dealers, commercial banks, trust companies or other nomineesbe found at xxxx://xxx.xxx.xxx. April 25, 2003 Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage 1. Terms of the Offer. 4

IMPORTANT. Any stockholder desiring If you desire to tender all or any portion of your Shares in to Purchaser pursuant to the Offer must Offer, you should either (1a) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) for the Offer, which is enclosed with this Offer to Purchase, in accordance with the instructions contained in the Letter of Transmittal, including any required signature guarantees, and mail or deliver the Letter of Transmittal (or such a manually signed facsimile), with the certificate(sexecuted facsimile thereof) for the tendered Shares and any other required documentsdocuments to Computershare Trust Company, N.A., in its capacity as depositary for the Offer (the “Depositary”), and either (i) deliver the certificates for your Shares to The Bank the Depositary along with the Letter of New York, as Depositary, Transmittal (2or a manually executed facsimile thereof) follow the procedures for or (ii) tender your Shares by book-entry transfer of Shares set forth by following the procedures described in "The Tender Offer--Procedures Section 3—“Procedures for Accepting the Offer and Tendering Shares" ” in each case on or prior to the Expiration Time, or (3b) request such stockholder's that your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact that institution in order to tender your Shares to Purchaser pursuant to the Offer. If you wish to tender your Shares and cannot deliver certificates representing such Shares and all other required documents to the Depositary on or prior to the Expiration Time or cannot comply with the procedures Table of Contents for book-entry transfer on a timely basis, you may tender such Shares pursuant to the guaranteed delivery procedure set forth in Section 3—“Procedures for Accepting the Offer and Tendering Shares.” * * * * * Questions and requests for assistance should be directed to the Information Agent (as described herein) at its address, telephone numbers and email address set forth below and on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the related Letter of Transmittal, and other materials related to the Offer may also be obtained for free from the Information Agent. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal, and any other material related to the Offer may be obtained at the website maintained by the Securities and Exchange Commission (the “SEC”) at xxx.xxx.xxx. You may also contact your broker, dealer, commercial bank, trust company or other nominee if they desire for assistance. This Offer to tender such registered Shares Purchase and the related Letter of Transmittal contain important information and you should read both carefully and in their entirety before making a decision with respect to the Offer. A stockholder who desires to tender Shares and whose certificates for such Shares are The Offer has not immediately availablebeen approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the fairness or merits of, or who cannot comply with upon the procedures for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc.accuracy or adequacy of, the Information Agent, at its address and telephone numbers set forth on the back cover of information contained in this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer materials may be directed Any representation to the contrary is unlawful. The Information Agent. Agent for the Offer is: 000 Xxxxxxx Xxxxxx, 00xx xxxxx New York, New York 10022 Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 call toll free: (000) 000-0000 Banks and Brokers may call collect: (000) 000-0000 Table of Contents TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iSUMMARY TERM SHEET i INTRODUCTION 1 THE TENDER OFFER 3 1. Terms of the Offer. 3

IMPORTANT. Any stockholder desiring to tender Shares in the Offer must all or any portion of that stockholder’s shares should either (1) complete and sign the Letter letter of Transmittal (transmittal, or a manually signed facsimile thereof) , in accordance with the instructions in to the Letter letter of Transmittaltransmittal, including any required have that stockholder’s signature guaranteesthereon guaranteed if instruction 1 to the letter of transmittal so requires, and mail or deliver the Letter letter of Transmittal transmittal, or facsimile, or, in the case of a book-entry transfer effected by the procedure section 2 sets forth, an agent’s message (or such manually signed facsimileas defined therein), with the certificate(s) for the tendered Shares and any other required documentsdocuments to the depositary and either deliver the certificates for those shares to the depositary along with the letter of transmittal, to The Bank of New Yorkor facsimile, as Depositary, (2) follow or deliver those shares in accordance with the procedures procedure for book-entry transfer of Shares set section 2 sets forth in "The Tender Offer--Procedures for Tendering Shares" or (32) request such that stockholder's ’s broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such that stockholder. Stockholders A stockholder having Shares shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee that person if they desire to tender such registered Shares in the Offer. A that stockholder who desires to tender Shares those shares. If a stockholder desires to tender shares and whose that stockholder’s certificates for such Shares shares are not immediately available, available or who cannot comply with the procedures procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the depositary prior to the expiration date (as defined herein), that stockholder’s tender may tender such Shares be effected by following the procedures procedure for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." section 2 of this Offer to Purchase sets forth. Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests or for additional copies of this Offer to Purchase, the Letter letter of Transmittal, transmittal and the Notice notice of Guaranteed Delivery and any other tender offer materials guaranteed delivery may be directed to D.X. Xxxx & Co., Inc. (the Information Agent“information agent”) at the address and telephone number the back cover of this Offer to Purchase sets forth. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25July 22, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iPage SUMMARY TERM SHEET 1 Who Is Offering To Buy My Shares? 1 What Shares Are You Seeking in This Offer? 1 If You Prorate, When Will I Know How Many Shares Will Actually Be Accepted For Tender and Payment? 1 How Much Are You Offering To Pay, What Is the Form of Payment and Will I Have To Pay Any Fees or Commissions? 1 Do You Have the Financial Resources To Make Payment? 2 Is Your Financial Condition Relevant to My Decision To Tender in the Offer? 2 How Long Do I Have To Decide Whether To Tender in the Offer? 2 How Will I Be Notified if the Offer Is Extended? 2 Until What Time Can I Withdraw Previously Tendered Shares? 3 How Do I Withdraw Previously Tendered Shares? 3 If I Decide Not to Tender, How Will the Offer Affect My Shares? 3 What Does Stillwater’s Board of Directors Think of This Offer? 3 What Is the Market Value of My Shares as of a Recent Date? 3 What Are the U.S. Federal Income Tax Consequences Of Tendering Shares in the Offer? 3 Who Can I Talk to if I Have Questions About the Tender Offer? 4 INTRODUCTION 5 THE TENDER OFFER 5 Section 1. Terms of the Offer; Proration 5 Section 2. Procedure for Tendering Shares 7 Section 3. Withdrawal Rights 10 Section 4. Acceptance for Payment and Payment 11 Section 5. U.S. Federal Income Tax Consequences 12 Section 6. Price Range of the Shares; Dividends on the Shares 13 Section 7. Effect of the Offer on the Market for the Shares 13 Section 8. Information Concerning Stillwater 13 Section 9. Information Concerning the Purchaser and Its Affiliates 14 Section 10. Source and Amount of Funds 15 Section 11. Contacts and Transactions With Stillwater; Background of the Offer 15 Section 12. Purpose of the Offer; Plans For Stillwater 24 Section 13. Conditions to the Offer 24 Section 14. Legal Matters 25 Section 15. Fees and Expenses 25 Section 16. Miscellaneous 25 Schedule I Directors and Executive Officers of Norilsk Nickel, the Purchaser and their Affiliates S-1 SUMMARY TERM SHEET Norimet Limited, referred to in this Offer to Purchase as the “Purchaser,” “Norimet,” “we” or “us,” is offering to purchase up to 4,350,000 outstanding shares of common stock of Stillwater Mining Company, referred to in this Offer to Purchase as “Stillwater,” for $7.50 per share in cash. The following are some questions you, as a stockholder of Stillwater, may have and answers to those questions. We urge you to read the remainder of this Offer to Purchase and the accompanying letter of transmittal carefully, because the information in this summary is not complete and the remainder of this Offer to Purchase and the letter of transmittal contain additional important information.

IMPORTANT. Any stockholder desiring If you wish to tender Shares in the Offer must all or any portion of your Shares, you should either (1) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any have your signature guaranteed if required signature guaranteesby Instruction 1 to the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(s) for the tendered Shares and any other required documentsdocuments to EquiServe Trust Company, N.A. (the "Depositary") and either (a) deliver the certificates for such Shares to The Bank the Depositary along with the Letter of New York, as Depositary, Transmittal or (2b) follow deliver such Shares pursuant to the procedures procedure for book-entry transfer of Shares as set forth in "The Tender Section 3, in each case prior to the expiration of the Offer--Procedures for Tendering Shares" , or (32) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you have Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee it if they you desire to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose your certificates for such the Shares are not immediately available, available or who cannot comply with the procedures procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date (as defined herein), your tender may tender such Shares be effected by following the procedures procedure for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Section 3. Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent at its address and telephone numbers number set forth on the back cover of this Offer to Purchase. Requests for additional Additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer related materials may be directed to obtained from the Information Agent. Stockholders may also contact their Agent or from brokers, dealers, commercial banks, trust companies or other nominees. April 25August 20, 2003 2001 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iSUMMARY TERM SHEET ....................................................... i INTRODUCTION ............................................................. 1

IMPORTANT. Any stockholder shareholder desiring to tender all or any portion of such shareholder's Shares in the Offer must (1as defined herein) should either (i) complete and sign the Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any have such shareholder's signature thereon guaranteed if required signature guaranteesby Instruction 1 to the Letter of Transmittal, and mail or deliver the Letter of Transmittal (or such manually signed facsimile), with the certificate(sfacsimile thereof) for the tendered Shares and any other required documents, documents to The Bank the Depositary (as defined herein) and either deliver the certificates for such Shares to the Depositary along with the Letter of New York, as Depositary, Transmittal (2or a facsimile thereof) follow or deliver such Shares pursuant to the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Procedures for Tendering Shares" Section 3 prior to the expiration of the Offer or (3ii) request such stockholdershareholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholdershareholder. Stockholders A shareholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company person if he or other nominee if they desire she desires to tender such registered Shares in the OfferShares. A stockholder Any shareholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer described in this Offer to Purchase on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Section 3. Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal or other tender offer materials may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent or the Dealer Manager at its address their respective addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Requests The Dealer Manager for additional copies of this the Offer to Purchaseis: DONALDSON, the Letter of TransmittalLUFKIN & JENRETTE XXXXXXXXES XXXXXRATXXX Xxxxh 6, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees. April 25, 2003 1998 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... i----

IMPORTANT. Any stockholder desiring If you wish to tender all or a portion of your Shares in the Offer Offer, you must either (1i) complete and sign either the original (blue) or revised (green) Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the such Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal and all other required documents to BNY Mellon Shareowner Services, which is the depositary for the offer (or such manually signed facsimilethe “Depositary”), together with certificates representing the certificate(s) for the Shares tendered Shares and any other required documents, to The Bank of New York, as Depositary, (2) or follow the procedures procedure for book-entry transfer of Shares set forth in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares" ” of the Offer to Purchase and as amended and supplemented by this Supplement or (3ii) request such stockholder's your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholderyou. Stockholders having If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if they desire that institution in order to tender such registered Shares in the Offeryour Shares. A stockholder who desires If you wish to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately available, and all other required documents to the Depositary on or who prior to the Expiration Date or you cannot comply with the procedures for book-entry transfer on a timely basis, you may tender such your Shares by following the procedures for guaranteed delivery set forth procedures described in "The Tender Offer--Section 3 — “Procedures for Accepting the Offer and Tendering Shares." ” of the Offer to Purchase and as amended and supplemented by this Supplement. Although the original (blue) Letter of Transmittal and the original Notice of Guaranteed Delivery previously circulated with the Offer to Purchase refer only to the Offer to Purchase and not this Supplement, stockholders using such documents to tender their Shares will nevertheless be deemed to be tendering pursuant to the Offer and will receive the increased Offer Price described in this Supplement. Shares previously validly tendered and not withdrawn constitute valid tenders for purposes of the Offer and stockholders are not required to take any further action with respect to such tendered Shares in order to receive the increased Offer Price of $24.30 per Share. Questions and requests for assistance may should be directed to Xxxxxxxxx Shareholder Communications X.X. Xxxx & Co., Inc., which is the information agent for the Offer (the “Information Agent, ”) at its the address and telephone numbers set forth on the back cover of this the Offer to PurchasePurchase and this Supplement. Requests for additional Additional copies of this Supplement and the Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other tender offer materials related to the Offer may also be directed to obtained at our expense from the Information Agent. Stockholders Additionally, copies of this Supplement and the Offer to Purchase, the related Letter of Transmittal, the related Notice of Guaranteed Delivery and any other materials related to the Offer may also contact their brokersbe found at xxxx://xxx.xxx.xxx. This Supplement should be read in conjunction with the Offer to Purchase. Except as otherwise set forth in this Supplement and related revised (green) Letter of Transmittal, dealersthe terms and conditions previously set forth in the Offer to Purchase and the related (blue) Letter of Transmittal remain applicable in all respects to the Offer. Unless the context requires otherwise, commercial banks, trust companies or other nominees. April 25, 2003 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iall capitalized terms used but not defined in this Supplement have the meanings ascribed to them in the Offer to Purchase.

IMPORTANT. Any stockholder desiring wishing to tender Shares in the Offer must (1) complete and sign the enclosed Letter of Transmittal (or a manually signed facsimile thereof) in accordance with the instructions in the Letter of Transmittal, including any required signature guarantees, Transmittal and mail or deliver the Letter of Transmittal and all other required documents to the Depositary (or such manually signed facsimile), as defined herein) together with the certificate(s) for certificates representing the tendered Shares and any other required documents, to The Bank of New York, as Depositary, (2) or follow the procedures procedure for book-entry transfer of Shares set forth in Section 3, "The Tender Offer--Procedures for Tendering Shares," of this Offer to Purchase or (32) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such the stockholder. Stockholders having Any stockholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire person to tender such registered Shares in the OfferShares. A Any stockholder who desires wishes to tender Shares and whose cannot deliver certificates for representing such Shares are not immediately availableand all other required documents to the Depositary prior to the expiration of the Offer, or who cannot comply with the procedures for book-entry transfer on a timely basis, may tender such Shares by following the procedures for guaranteed delivery set forth in Section 3, "The Tender Offer--Procedures for Tendering Shares.," of this Offer to Purchase. Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, Agent at its address and telephone numbers number set forth on the back cover of this Offer to Purchase. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any other tender offer materials may be directed to the Information Agent, or brokers. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nomineesnominees for assistance concerning the Offer. April 25THE DATE OF THIS OFFER TO PURCHASE IS JULY 17, 2003 2000 TABLE OF CONTENTS SECTION PAGE TABLE OF CONTENTS ...................................................................... iSUMMARY TERM SHEET................................................ 1 INTRODUCTION...................................................... 5

IMPORTANT. Any stockholder desiring to tender all or any portion of such stockholder's Shares in the Offer must should either (1i) complete and sign the Letter of Transmittal (Transmittal, or a manually signed facsimile thereof) , in accordance with the instructions in the Letter of Transmittal, including any have such stockholder's signature thereon guaranteed if required signature guaranteesby Instruction 1 to the Letter of Transmittal, and mail or deliver the Letter of Transmittal (Transmittal, or such manually signed facsimile), with the certificate(s) for the tendered Shares and any other required documents, documents to The Bank the Depositary and either deliver the certificates for such Shares to the Depositary along with the Letter of New York, as Depositary, (2) follow Transmittal or facsimile or deliver such Shares pursuant to the procedures procedure for book-entry transfer of Shares set forth in "The Tender Section 2 prior to the expiration of the Offer--Procedures for Tendering Shares" , or (3ii) request such stockholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for such stockholder. Stockholders A stockholder having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire such stockholder desires to tender such registered Shares in the OfferShares. A stockholder who desires to tender Shares and whose certificates for such Shares are not immediately availableavailable or who cannot comply in a timely manner with the procedure for book-entry transfer described herein, or who cannot comply with deliver all required documents to the procedures for book-entry transfer on a timely basisDepositary prior to the expiration of the Offer, may tender such Shares by following the procedures procedure for guaranteed delivery set forth in "The Tender Offer--Procedures for Tendering Shares." Section 3. Questions and requests for assistance may be directed to Xxxxxxxxx Shareholder Communications Inc., the Information Agent, at its address and telephone numbers set forth on the back cover of this Offer to Purchase. Requests or for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and any all other tender offer materials may be directed to the Information AgentAgent or the Dealer Manager at their addresses and telephone numbers set forth on the back cover of this Offer to Purchase. Stockholders may also contact their brokersThe Dealer Manager for the Offer is: CREDIT SUISSE FIRST BOSTON CORPORATION September 8, dealers, commercial banks, trust companies or other nominees. April 25, 2003 2000 TABLE OF CONTENTS SECTION PAGE TABLE ---- SUMMARY OF CONTENTS ...................................................................... iTHE OFFER........................................ 3 INTRODUCTION................................................ 7 THE TENDER OFFER............................................ 10